Mecha Ben 10: Ultimate Alien Force
by immortal starscream
Summary: after Ben's accident 4 years ago it's time to put the Omnitrix again as a new threat emerges. Sequel to Mecha Ben 10, Image by Deviantart user Psycat-Aurora
1. Return of Mecha Ben 10

Ben 10 Returns

It had been just over four year since Ben Tennyson's major accident which had required him to get cybernetic attachments, after he had had Azmuth remove the Omnitrix from his arm it seemed as though all illegal alien activity had come to a screeching halt on Earth. Ben on the other hand had tried to live a normal life, well as normal as a cyborg with super strength could get anyway due to Ben not getting Serena to get rid of his super strength back when he could still use the Omnitrix. He had also realised that he could have also gotten Serena and Bellicus to restore his body back to its original state, but unfortunately it wasn't meant to be, besides he had gotten so used to the modifications that he honestly wouldn't know what to do without them.

Today he was currently playing soccer where his position was as the goalie, he had been made goalie for two reasons: one, his fast reflex's, and two he kept popping the ball every time he kicked it. Ben watched as Cash was running up the field with the ball intending to get a goal by himself, unfortunately for him 3 of Ben's team member's blocked him, seeing that J.T. was open he kicked the ball to him, J.T. took it and continued kicking it up the field to the goal where Ben was currently standing, looking board. J.T kicked the ball sending it shooting towards the goals, Ben gave a yawn before catching the ball with his lightning fast reflex's Ben looked at the score Home 10 Away 0 as the horn blew. Cheering erupted from the crowd as Ben was lifted up once again by his team who cheered his name.

In the stands an Asian looking girl and her friends were cheering at the Home teams win "robot boy is really something huh?" one girl said

"yeah, I mean get rid of all of the metal and he'd be completely dateable" another girl said

"well I kinda think it makes him unique" the Asian girl said

"then why don't you go talk to him" her friend said

"alright I will" she said casually with a shrug.

Once the Home team had received their medals they all began to head home, as Ben admiring his medal he saw a girl come up to him "uh hi there" she said

"uh hi can I help you?" Ben asked

"well I saw you playing and I thought you were amazing at how fast you were"

"thanks, I would have been on the field but I unfortunately keep popping the balls, I'm Ben Tennyson by the way" he said as he held out his cybernetic arm, she cautiously shook his hand

"Julie, so what happened?" she replied Ben sighed he was getting really annoyed at telling the same story over and over again

"an accident when I was a kid, this was the only way to save my life, at first I hated it but now I don't know how I could live without them, figuratively speaking of coarse" she giggled at the end part "sorry but I really have to go now, see you tomorrow"

"okay" she said with a small smile which quickly turned into shock as Ben activated the jets in his feet and flew off "wow" was all Julie could say.

After a few minutes Ben landed in front of the Rust Bucket "hey Grandpa Max it's me Ben" he called out, but he got no response, he then put his index cybernetic finger up to the key hole before the tip of his finger opened up and a weird wiry pron came out, inserting it into the lock he turned it, hearing a click as he did before retracting it "and that's why I don't have a house key" he said and he opened the door. "Hello, Grandpa?" he called out into the dark before he realised how trashed the place was "what ha-" he didn't get to finish as he heard a rattling coming from the back, activating his scanner he saw an alien of some kind hiding behind the curtains "I know you're there, come out now or I'll blast you out" Ben ordered tentacles then burst through the curtain aimed straight at him but Ben easily dodged and caught them with both hands "sorry but you'll have to do better than that" he said before yanking the alien forward and off its feet before kicking it in the stomach and letting go of its tentacles.

The tentacles then retracted and reformed into its head, it then lunged forward at speed that rivalled Ben 'whoa' he thought as he just barely dodged it before he grabbed the alien's arm and flipped it over him, slamming it to the ground. They both quickly got to their feet and the alien kept slashing at Ben, Ben however sent it tumbling back through the Rust Bucket "okay brain boy lets see how you like some XL..." he slapped his hand on his arm only to get nothing, looking down all he saw was the blank hatch where the Omnitrix used to be "oh yeah" he said before the alien slashed his cheek open. Ben grit his teeth angrily before he raised his arm and fired an energy blast that sent the alien flying out the front window of the Rust Bucket rushing to the front and landed on the alien as it tried to get up "okay bright eye start talking why were you in there and where's my grandpa" Ben ordered but the only response he got was the alien spitting a huge glob of slime into his face "ew gross" Ben said now temporarily blinded the alien then knocked him off and ran for it.

By the time Ben could see again the alien was long gone "damn it" he said before he headed back into the Rust Bucket, after patching up his sliced cheek he began searching around, trying to see if anything important (except for the owner) was missing "hmm it must have been looking for something in here but what...I know" he then headed up to the dash board and flipped a few switches before a compartment behind the clock opened up revealing a disk inside, activating it a hologram of his grandpa appeared as a recording played. Once the recording had finished there was a pause before a second recording played, in this recording however he noticed that his grandpa seemed a bit off in this one, but what really got him was the fact his Grandpa said that he had the Omnitrix. Putting the disk back he closed the compartment and he began heading home as fast as he could "thank god for jet feet" he said and he arrived home in 5 minutes.

As soon as he landed he rushed inside, his mum said something to him but he was in too much of a rush to hear. Arriving in his room he walked up to his closet and began searching through it, throwing numerous articles of clothing about he finally found what he was looking for, it was a small box. Opening the box up he saw numerous objects from his child hood including the teleporter, his bladed gauntlet, and the main object he was looking for: the Omnitrix cylinder. He remembered Azmuth giving it to him as a gift for his 12th birthday with a note that said 'just encase' "I wonder if Azmuth is psychic or something" he said as he looked at it "are you trying to tell me something grandpa" he questioned before he put it in his pocket he then grabbed the teleporter and put it on his cybernetic arm, pressing it he saw it light up "wow it still works even after all this time" he said in surprise, standing up he then spoke "Max Tennyson" he said and in a flash he disappeared.

He reappeared in what looked like an alien underground cavern, he looked around and realised that he was now surrounded by heaps of the types of alien that had attacked him in the Rust Bucket "oh man" then he looked at the teleporter "you were supposed to teleport me to Grandpa Max!"

"attack the intruder!" a huge white humanoid alien ordered while pointing at Ben

"crud" Ben muttered. Ben began dodging, blocking and blasting the hordes of aliens that kept coming at him "it's times like this I wish I could turn into Diamondhead!" he said as he received another slash across the abdomen and then his arm, activating the jets in his feet he flew up and began rapidly firing down. This actually worked for the moment until two of the aliens shot slime at his feet which clogged his jets and made him fall, luckily he had a group of the aliens to break his fall. Quickly getting to his feet he continued fighting the mass of aliens with punches and kicks but it was like every alien he knocked down two more took their place, Ben was soon coming to a realisation his arm and legs may have had an unlimited amount of energy but his organic part didn't so he was starting to get sloppy with his attacks which only caused him to get hurt even more.

By the time he had taken out at least half of the amount of aliens his organic part was exhausted so now all he could do was stand there and fire rapidly at all of the incoming aliens "this is hopeless, they just keep coming" he said, his clothes were now bloody and ripped to shreds thanks to all of the aliens sharp claws, then Ben got an idea instead of shooting the aliens he shot up at the roof of the cavern, the results of which began to cause a cave in. the aliens finally stopped attacking him and began to flee the cave "finally" Ben said before he activated his teleporter "Gwen Tennyson!" he shouted and he disappeared right before a huge rock landed where he was.

Meanwhile

In her school GYM Gwen was currently having karate class she and her opponent were on the mats facing each other while getting ready "hajame FIGHT!" Gwen charged at her opponent and reared one arm back. As she thrust her arm forward Ben appeared in front of her and she punched him in the side of the head knocking him to the ground "yeah I should have seen that coming" he groaned out

"Ben! What the heck happened to you?!" Gwen said as she was immediately at his side

"major alien attack" he said while Gwen's sensei told someone to call 911 but Ben was quick to interrupt "don't worry about an ambulance" he said before turning to Gwen "grab my hand and press the silver thing on my arm" Gwen did what he said "Bellwood hospital" he said and in a flash they disappeared leaving only a puddle of blood where Ben had been and a group of stunned people.

The two cousins reappeared in the lobby of Bellwood hospital where Ben was quickly taken away leaving a very worried Gwen behind, after a blood transfusion and 2 hours of surgery Ben was now in a hospital bed wrapped in bandages. Gwen soon entered the room holding Ben's belongings with a look of great concern "hey there how's my favourite cousin" Ben asked

"I think a better question would be what happened to you?" she asked, Ben then explained to her what had happened "so you didn't see grandpa while you were there?"

"I was too busy fighting for my life"

"wait Grandpa said that he was investigating alien activity right?"

"yeah"

"so maybe he actually was there but he was just disguised as an alien using an ID Mask"

"maybe, oh crud I might have hurt him!"

"don't worry Ben I'm sure once you started blasting he got out of there"

"yeah you're probably right"

"so how many stitches?"

"120, those aliens had some really sharp claws"

"when you showed up at my karate class I thought you'd gotten into a knife fight with an octopus" they both laughed at that before Gwen handed Ben his stuff "what I don't get though is why Grandpa said that he had the Omnitrix when you've had it the whole time"

"yeah, I think he's trying to send me some kind of message, I think he wants me to put it back in my arm again"

"you know Ben you don't have to put it back in your arm if you don't want to, it's your choice"

"I used to love the Omnitrix, that was until squid face, toady, and crab sticks made me the most hated being in the universe" he said angrily

"Ben don't forget you managed to undo all of the damage you did every planet and thing you destroyed was brought back"

"yeah but I still have nightmares about all of the horrible things I did"

"Ben-"

"hello there" they looked at the door and saw a man wearing a long trench coat with a hat shadowing his eyes standing there

"um can we help you?" Gwen asked the man closed and locked the door before turning back to the two cousins

"actually I was thinking that we could help each other" he said before he grabbed his face and pulled it off revealing that he was wearing an ID Mask, now standing in front of them was a fish like alien wearing a Plumber's suit

"well, wasn't expecting that" Ben said casually

"I couldn't help but overhear that you're worried about your grandfather Max Tennyson"

"yes we're worried that he's gotten into some kind of trouble" Gwen said

"he was working with me on a case when he disappeared, if you two help me with the case maybe we can find your granddad together" he said

"sounds great but I don't think Ben is in any condition to be going anywhere" Gwen said

"not exactly" Ben said taking off some of the bandages revealing the stitches underneath. A hole opened up on his pinkie finger and a laser came out which he wiped across the stitches completely healing his cuts and gashes up "I had Blukic and Driba install this laser into my little finger just encase I ever got a bad cut" Ben said as he zapped another gash. The whole process made Gwen look away.

Once Ben was fully healed he looked at the Omnitrix now in his hand "are you sure Ben?" Gwen asked

Ben got a determined look on his face "yeah I'm sure" he said he then put the Omnitrix up to the spot where it used to be and the hatch opened for the first time in years, he inserted the Omnitrix and it spun around while changing from blue to green until it finally stopped and glowed green.

A little while later after Gwen and Ben had gotten changed they followed the plumber, who had identified himself as Magister Labrid, to a freight yard where they were currently staking out. After a bit of waiting two trucks pulled up followed by a shiny green car, as the driver of the car got out Ben and Gwen went wide "isn't that" Ben started

"Kevin" Gwen finished

"you know that young man?"

"Kevin Levin, he's got super powers, I used to fight him all the time when we were kids" Ben said

"he ended up trapped in the null void" Gwen added, they watched the exchange and Kevin demonstrating what the weapons could do

"those lances are level 5 technology, Earth is only allowed level 4 max!" Magister Labrid stated and he began heading down

"well looks like the show is about to begin" Ben said as he and Gwen followed him.

"Hands above your heads air breathers by authority of the plumbers you're all busted" he stated while holding up his badge and gun, the men replied by taking off ID Masks revealing that they were the type of aliens Ben had fought before

"oh come on seriously haven't I fought enough of you guys today?" Ben groaned out as they began advancing "alright then" he activated his Omnitrix "its hero time!" and he pushed down on the dial, in a flash of green he turned into a black and green humanoid, plant-like alien that had a flame-patterned head with the Omnitrix symbol in the centre of his chest "Swampfire!" he shouted out

"well that's a new one" Gwen said, hearing metal clanking behind him he turned and saw a group of Forever Knights advancing from behind

"Gwen you handle the Forever Knights while Magister Labrid and I fight these guys" Swampfire said Gwen nodded before smiling

"I haven't had a chance to use this in an actual fight before" she said before she turned into the form she had taken back when she blew Malware to kingdom come, Swampfire gave Gwen a thumbs up before turning around and punching an alien right in the face sending it flying back through a truck and two freight cars

"wow this guys a heck of a lot stronger than I am" he said, unaware that all of his aliens strength had also been increased just as much as his normal self had when he had had Serena make him super strong, he then began punching and kicking the alien's at a much lighter force not wanting to kill them, while Magister Labrid fired at them with his laser gun.

Gwen had found out that her power's while in this form were greatly magnified, she began bombarding the Forever Knights with balls of mana which easily took them out of the fight and for good measure she pinned them down to the ground with rings of mana that trapped them by their arms, legs, neck, and waist. Judging from what Magister Labrid had said the weapons they had been using were forbidden on Earth so with simple mana blasts she turned them into shrapnel. Looking around she saw Swampfire and Magister Labrid taking out the aliens with ease while some Forever Knights kept loading the weapons onto another truck "not on my watch" she said, waiting until she was sure no one was in it she thrust her hand towards it, the whole truck began to glow pink making the Forever Knights stop what they were doing, as Gwen rose her arm in the air the truck rose up into the air as well.

Once the truck was high enough she closed her hand into a fist and in an instant the whole truck was compacted to the size of a baseball which dropped down and landed in the spot where the truck had been while at the same time she floated down towards them

"oh Driscoll isn't going to be happy with this" one of the knights said

"you know if I wanted to I could do the exact same thing to all of you" they turned around and saw Gwen floating just above the ground with her arms crossed over her chest, her eyes then glowed brighter and the two trolleys of weapons left exploded.

The knights and the aliens began to make a run for it but Gwen merely swung her arm which sent out a wave of mana that knocked all of the fleeing knights down and out, then like she did with the other knights she pinned them all down to the ground with mana rings. Turning around she saw that Magister Labrid had taken out the rest of the aliens while Swampfire was about to start fighting Kevin, she was surprised as she saw Kevin touch the track and then went completely silver "well that's new" she said as she floated over to Magister Labrid and pinned down the aliens until the Plumbers could come to take them all away. Gwen had to admit that she was surprised at how strong Kevin became when he (what she guessed) absorbed matter. Kevin picked up a whole freight car ready to hurl it at Swampfire, but before he could Swampfire fired a stream of fire right at the freight car causing it to explode and sent him skidding back along the ground. When he came to a stop he groaned a bit before he blacked out with the metal on his body receded until he was back to normal.

By the time he woke up plumbers had arrived and were taking the Forever Knight and aliens away, he also found himself pinned down to the ground to the ground by some odd pink energy with his hands now surrounded with the same stuff now standing above him were a fish-like alien Plumber and Swampfire who then turned into Ben "whoa Tennyson, what happened to you?" Kevin asked

"an accident back when I was 11 but enough about me" Ben said as Magister Labrid took over

"the things pinning you down and encasing your hands is mana so you won't be going anywhere or absorbing anything" he stated

Gwen still in her alien looking form and 2 other Plumbers came over "we've loaded them all up, do you want us to take this one?" the Plumber wearing a blue suit asked

"no it's fine I'll handle this one" Magister Labrid assured them and they nodded.

The Plumber wearing a blue suit turned his head to Ben "you know kid it's because of you that I got the nickname Lucky" the plumber said before taking off his helmet to reveal that he was Shampa

"and how did I give you that nickname?" Ben asked

"I was the only Plumber who survived 3 encounters with you during that "bad time" you had as kid" Shampa explained

Ben remembered only seeing him twice once on Vilgaxia and the second time was in the Plumber base on Earth, but he took his word for it "once again I'm truly sorry for what I did" Ben apologised

"ah it's fine kid, I know you weren't quite right at that time" Shampa said with a smile before putting his helmet back on his head and turning back to the other Plumber "well lets head back to base" he said before they left.

"Now time we had a talk tough guy" Magister Labrid said before he held up the only laser lance left "these weapons run on ether point energy cells, a dangerous technology that's way too advanced for humans, they shouldn't even be on this planet" he added

"and that's my problem how?"

"because the Forever Knights were after them" Ben stated

"you set up the deal, so you're going to tell us where the Forever Knight base is" Magister Labrid said

"please Kevin, a lot of people could be hurt" Gwen said

"and you are..." Kevin asked looking at the odd looking being kneeling beside him

"oops" she said before she turned back to normal

"okay you two have seriously changed since I last saw you" he said

"you're in a lot of trouble son, I'm giving you a chance to help yourself here" Magister Labrid stated

Kevin smirked "yeah sure why not, not like I've got anything better to do" he said before frowning "now will you get these stupid things off of me?" he said while struggling against the rings holding him down.

Later

The four of them were now in Kevin's car as he drove down the road "so Tennyson, mind explaining why you currently have the title of 'Terror of the Universe'?" Ben just looked out the window and ignored the question "okay then how about the 15 pounds of metal attached to your shoulder"

"like I said to you earlier, an accident"

"well it must have been one heck of an accident if you lost your arm and almost half of your head"

Ben then sighed "as well as the entire lower half of my body" he said in a slightly uncaring tone

Kevin slammed on the breaks making his car come to a screeching halt before he turned around in his seat to look at Ben "are you serious?!" he asked Ben gave an annoyed groan before he undid his pants and pulled them down revealing his cybernetic lower half

"BEN!" Gwen shouted and covered her face as she blushed

"oh what are you getting embarrassed for, there's nothing there" Ben said before he pulled his pants back up

Kevin burst out laughing "ha, ha, ha what makes you a man anymore" Ben then activated his sword fingers and pressed them up against Kevin's face

"shut up and drive" he said in a dead serious tone that actually intimidated Kevin, so he followed Ben's order's before retracting his fingers.

"My word, to sustain such injuries an live is quite unheard of" Magister Labrid stated, a small smile came to Ben's face

"well if it wasn't for Azmuth and the Galvan's I would have died that day" he said

"anyway Magister Labrid you were telling us about those aliens" Gwen said trying to change the subject

"I honestly don't know anything about the ones we captured today, I've never met that kind before but I'm sure the other's will get some information out of them" Magister Labrid said

"I don't see them in here ether, hey Jetray!" he said as he looked at the hologram

"there's been a lot of illegal alien activity happening on Earth recently, I don't know why, your grandfather thought that the weapons deal might lead us to what's causing all of the interest, now he's missing" Magister Labrid said

"I could just teleport to where he is but maybe he actually doesn't want to be found just yet" Ben said

"it's a possibility, it could be that he knows something that he doesn't want anyone else to know just yet" Magister Labrid theorised

"well let's just continue, we might get some answers at the Forever Knights base" Gwen said, the other's agreed and continued on in relative silence.

They soon arrived at the Forever Knights base which ironically was shaped like a castle "here we are" Kevin said as he pulled up out the front

"oh yeah no one would ever think to look for knights in here" Ben said while rolling his eyes and they all got out

"so how do we get in?" Magister Labrid asked

"I have a way" Ben said before he blasted the draw bridge, destroying it and most of the wall surrounding it

"nice Tennyson" Kevin said before Gwen made a bridge of mana and they all headed inside. Due to how dark it was inside Gwen made a large glowing ball of mana which floated up to the roof and lit up the whole room

"much better" she said looking around they saw suites of armour and cases of treasure lining the walls

"there's a hidden door keep around here" Kevin said and they began searching.

"well looks like theres nothing here" Ben said casually

"I said that it was a hi..." Kevin stopped talking and got a look of shock on his face as well as Magister Labrid and Gwen

"there's something really bad behind me isn't there" the all nodded in union before Ben turned around and saw a huge dragon rising up "huh a dragon, now there's a new one" Ben said, the Dragon roared and the four of them ran for it.

Unfortunately as soon as they made it to the next room they were greeted by an army of Forever Knights with most of them holding laser lances "well apparently they were able to get another shipment of those things" Gwen said while her hands began to glow with mana.

"nobody move, hands on your head" one of the Knights ordered

"make me" Kevin said, he then grabbed a column and absorbed it turning his arms into stone, he then grabbed the ground and picked it up before slamming it down which sent out a wave along the ground which that made a group of the knights fly up in the air, Gwen then followed it up with a wave of mana which struck the suspended knights taking them out of the fight. Another group of knights came forward and started shooting at them with their laser lances Gwen then put up a shield that began shooting out balls of mana at the knights. Magister Labrid helped out by firing his laser at the side of the shield, failing to notice that he got struck in the side which cut open his suit slightly and made a liquid that looked like water to seep out.

"aw crud" Ben said as he saw the dragon finally break through the wall activating his Omnitrix he flipped through it and chose an alien at random and pressed down on it, in a flash of bright green light in Ben's place was a large humanoid dinosaur that grew bigger "Humungousaur!" it declared as it tackled the dragon to the ground in the other room. Now that the dragon was pinned down under his weight Humungousaur began punching it back and forth across the face before he ended it by punching it under the chin making its head fly off revealing the circuits inside "good thing I realised that you were a robot" he said before he got off the robot dragons body and entered the room just in time to see a glowing red ball of energy before it exploded leaving a large smoking crater

"that's why level 5 technology is illegal on Earth, humans aren't ready for it" Magister Labrid stated as he got up.

Humungousaur got up from the ground revealing that he had been protecting Gwen "you okay?" he asked

"yeah I'm fine, and thanks, that was sweet" she replied

"hey we're family, we have to look out for each other" Humungousaur said before looking up to see Kevin and Magister Labrid finishing off the last of the knights before walking over to them, Humungousaur touched the Omnitrix symbol on his chest and turned back into Ben.

"job well done" Magister Labrid said "now all we need to do is destroy the laser lances"

"hey I hate to alarm you but you have a lot of water leaking out of your suit" Ben said pointing to the puddle near Magister Labrid

"that's not water" he said before realising that his suit was almost fully empty of the liquid he needed to survive and he collapsed, Ben and Gwen were immediately at his side "Ben listen to me" he started

"I've got a tyre patch kit in the car maybe we could..."

"no time for that" Magister Labrid said cutting Kevin off, before dropping his head "there's nothing anyone can do"

"let us help you" Gwen said as they watched Magister Labrid start to dry up

"quick what planet are you from!" Ben said

"Aquinta 3, but-" he was cut off as Ben activated his teleporter

"Aquinta 3!" he said and in a flash of green Ben Gwen and Magister Labrid disappeared leaving a shocked Kevin behind.

In a flash Ben, Gwen, and Magister Labrid found themselves in the blue liquid that had been in Magister Labrid's suit, Ben then reared his arm back and punched Magister Labrid's helmet causing it to shatter. The liquid gushed into Magister Labrid's suit and he sucked in the liquid through his gills, instantly remoistening, he then grabbed Ben and Gwen's hands and shot up to the surface, as soon as they broke the surface Ben and Gwen both took deep breaths of air.

Looking around they saw that they were now floating out in the middle of a light blue smoking sea, the smoky air that they breathed in was thin and warn but it wasn't hurting them at all "how did you do that?" Magister Labrid asked as he floated next to them

"teleporter I got as a kid" Ben replied "so are you okay"

"yes, I don't know where to begin thanking you for saving my life" Magister Labrid

"hey I'm a hero, it's what I do"

"so what were you about to tell Ben?" Gwen asked

"oh, right, I need you to finish the job for me, seeing as how I won't be able to leave my home planet for a while because I need to have my suit repaired so you'll have to find out where the level 5 tech is coming from"

"don't worry we will"

"and that's just the tip of the iceberg kids, your grandpa was on the trail of something big, an alien conspiracy with Earth metal, he was currently working undercover, if you crack this case maybe you'll be able to find him and save your planet"

"hey that would explain earlier today" Ben said and he told Magister Labrid about how when he first teleported he had appeared basically in the centre of an alien nest

"this other alien that was there could you describe what he looked like?"

"well I was fighting for my life so details are a little hazy all I can remember was that he was big white and had a purple face" Ben said

"hmm that description does ring a bell, I'll have to look it up when I get back to the Plumber base here"

"so you'll be okay now?" Ben asked

"yes and once again thank you for saving my life"

"hey don't mention it" Ben said before he activated the teleporter and held Gwen's hand "Kevin Levin" he said and in a flash they disappeared.

They returned to see Kevin waiting in his car "so I take it you saved that guy?" he asked as he got out to greet the two soaking wet cousins

"yeah he also said that we have to find out where the level 5 tech is coming from and that our grandpa was on the trail of an alien conspiracy with Earth metal, look Kevin I know there's no money to be made but we could really use your help in this" Ben said

"alright but under one condition"

"and that would be..."

"you tell me what happened to you" Ben chuckled a bit at this

"deal" he said as he stuck out his normal hand to Kevin who shook it.

After drying off Ben and Gwen found out that while they were gone Kevin had stuffed treasure and some laser lances into the boot of his car while destroying the rest "hey Kevin can I borrow one of those laser lances for a moment" Gwen asked

"sure what do you need it for?" he asked as he handed it to her

"if I can trace the vibrations from this laser lance back to the people who used to own it" she said changing into her alien looking form, the lance began to glow before it pointed straight down the road

"so all we have to do is use it as a compass now?" Kevin asked Gwen nodded "alright hop in" he said and they began following the lance as it floated in front of Kevin's car. After a while it floated off the road which Kevin still begrudgingly followed while muttering about his cars paint job. They soon arrived at the entrance to a mine shaft where a single guard stood, Gwen changed back to normal and she and Ben crept up behind a crate

"this is it, down that mine shaft" she said

"we'll have to get past the-" wham! Ben was cut off as Kevin knocked the guard out from behind "never mind" he said and he and Gwen walked over to Kevin

"you hit him too hard" she said

"not him" he pulled off the guards face "it" he said revealing an alien

"better hold on to this, it might help us" Ben said as he took the mask from Kevin, the then hopped in the shaft elevator and Kevin pressed the button to go down.

As the elevator went down all they saw was black at first but then they came to an open area that housed a huge space ship that had the aliens that they had encountered today going in and out of the entrance to the ship. "Well I wasn't expecting that" Ben said as they finally reached the bottom when they got out they snuck behind some crates and observed "hey Gwen can you use your powers to see if Grandpa Max is in there?" Ben asked

"I'll try" she said and her eyes began to glow pink. After a bit her eyes went back to normal "he was here a few weeks ago but he isn't any more" she said

"well at least that'll make taking this thing out easier" Ben said he then looked at the ID Mask, fiddling with the inside a bit he put it on and turned into one of the aliens that were swarming the place. Grabbing an empty cart Gwen and Kevin hopped in and hid on the bottom while Ben guided it inside the ship once he saw that there were none of the aliens around he stopped the cart and took the mask off and Gwen and Kevin stood up

"man is it cold in here" Kevin said while rubbing his arms

"don't be such a baby" Gwen said before turning to Ben

"what's next Ben?"

"we find the power core and destroy this place" Ben said

"you do realise the major flaw in that plan" Kevin started, getting Ben's attention "if you destroy the power core to a ship this big there's no way we'd be able to escape the explosion in time" Ben just pointed to his teleporter "oh"

"yeah now come on we're gonna finish the mission" Ben said and he walked off with Kevin and Gwen following him.

They soon arrived in a large room that had a huge red cylinder in the middle that looked like a lava lamp "I'm guessing that that would be the power core" Ben said as he looked at it, hearing loud bangs he turned and saw Kevin tearing a door open revealing a room loaded with laser lances

"weapons room" Gwen stated

"yup" Kevin said

"well now we know it really was these guys who were smuggling these things in" Gwen said

"yeah, well let's blow this place to kingdom come before they realise-" Ben was cut off at the familiar sound looking up he saw one of the aliens "aw crud" he said as more and more appeared "we'll time to heat things up" he said as he activated his Omnitrix and pressed down on it "Swampfire!" he said and he shot out streams of fire from his fists knocking the aliens down, Gwen began pumping her fists back and forth sending out balls of mana at the aliens, and Kevin made his other arm steel as well and began beating every alien in his way, the combined efforts of the three teens easily disposed of the aliens.

"we kick butt" Kevin said proudly

"so far, but there could be hundreds of these things in here" Swampfire said

"well we know these guys are responsible for the weapon smuggling let's just destroy the ship and get out of here" Gwen suggested

"good i-oh double crud" Spampfire said Gwen and Kevin turned to see a huge white humanoid alien with black hands and feet, a purple face with red eyes, along with eyes on its chest

"what are you creatures doing on my ship?!" it demanded

"that's one of the aliens that I saw at that alien lair I was teleported to" Swampfire said

"I do not repeat myself to lower life forms, what are you doing on my ship?!"

"did you just call me a lower life form?" Kevin asked

"I'm pretty sure he did" Swampfire replied

"and while he may have a point its rude to say so" Gwen added

"you vermin would dare mock a Highbreed Commander?!" he yelled

"oh so that's your species name, interesting" Swampfire said before Kevin charged at the Highbreed Commander. Unfortunately the Highbreed Commander proved how strong he was by sending Kevin flying across the room with one hit

"Kevin!" Gwen called out before the Highbreed Commander leapt over them and landed with a loud thud before he charged at Kevin. Gwen shot two beams of mana at the giant's feet tripping him over and causing him to slam to the ground, Kevin quickly absorbed more of the metal turning his whole body silver before he kicked the Highbreed Commander in the face sending flying back Swampfire followed it up by cupping both hands together and unleashing a powerful stream of fire that slammed him into the roof while slightly burning his back at the same time. When Swampfire stopped his flames he saw the Highbreed Commander was now glowing pink before he shot straight down and slammed to the floor with such force that the whole floor cracked before he shot straight up and slammed into the roof again with the same amount of force.

Swampfire turned and saw Gwen, in her alien form again moving her now glowing pink hand around which was making Highbreed Commander slam and crash into every hard surface, Swampfire then touched the Omnitrix symbol "Humungousaur!" he said

"Kevin!" Gwen called out as she hurled the Highbreed Commander straight at him

"Ben!" Kevin called out as he gave the Highbreed Commander a sleadgehammer hit to the face while also sending him in Humungousaur's direction, Humungousaur reared his arm back and punched the Highbreed Commander straight in the back and into the ground. The Omnitrix then timed out turning Ben back to normal as Kevin and Gwen walked over to him

"great team work guys" Gwen said and they gave a group high five

"now just one last thing to do" Ben said he then made an energy ball in his hand and threw it at the huge red cylinder, the energy ball crashed through the glass and made the inside rapidly get brighter "and we're outta here" Ben said as he activated his teleporter, Gwen and Kevin grabbed onto him "Kevin Levin's car" he said and in a flash they were standing next to Kevin's car

"quick hop in!" Kevin ordered, they quickly got in and Kevin floored the car in reverse.

As soon as they reached the road there was a massive explosion from were they just were "you're welcome Kevin" Ben said referring that he had allowed Kevin to save his car from the explosion. Ben then got out of the car and flew up "whoa" he said as he looked at the size of the crater the explosion made

"he can fly now too?" Kevin questioned

"yep" Gwen replied and they got out of Kevin's car.

Ben landed in front of Kevin and Gwen "so what happens now?" Kevin asked

"we keep trying to solve the case that Grandpa Max was working on" Ben said before he looked directly at Kevin "listen we've had a lot of problems in the past but I wanted to say thanks, we wouldn't have made it without you" he said and stuck out his cybernetic hand

"and you still won't make it without me" Kevin replied as Ben's hand dropped

"are you saying that you want to help us?" Gwen asked

"I'm saying that I made someone a promise, I'm seeing this through to the end"

"so are you in?" Ben said as he stuck out his cybernetic hand, Gwen then put her hand on top of it, they then both looked at Kevin, he gave a small smile and then put his hand on top of theirs "it's hero time" Ben stated before smiling "now then Kevin I believe I owe you an explanation" and he began telling Kevin on how he got his cybernetic parts.


	2. Girl Trouble

Girl trouble

Ben was currently lying on his bed staring up at the ceiling with a lost look in his eye while a creature that looked like a galvanic mechamorph was currently sleeping on his stomach. the events of the other night had left the young hero devastated, on Friday night he had gone on his very first date with a cute girl named Julie at first everything had seemed fine but after a few encounters with the creature that now rested on his stomach he had accidentally revealed his secret to her...

Flashback

Ben, now as Jetray, had followed the creature into the woods and was now glaring at it "what have you done with Julie" he demanded

"I'm here and how do you know my name?" she asked, Jetray gave a worried look and he flew down

"Julie don't be scared, it's me...Ben" he said

Julie took a step back at that "you're a monster?" she asked

hearing those words made Ben feel terrible on the inside but he knew that she didn't mean it in the way people used to say it. "Uh no, well yes, actually I'm like about 20 monsters" Ben said

"well that's...odd" she said as Ben turned back to normal

Flashback end

However that wasn't what had left him devastated it was what she said to him after Baz-El had left...

Flashback

Ben and Julie were now walking home while Ship sat perched on Ben's shoulder rubbing itself on the cybernetic part of his head "so um Julie I hope I'm not being to straight forward here but um would you like to go out again next week if you're not busy?" he asked

Julie however got an unsure look on her face "look Ben you seem like a nice guy but I'd prefer to be with someone who 1. is more man than machine 2. won't turn into freaky monsters at the push of a button and 3. doesn't have a mouthful of crystal fangs, as would a most girls, so the answer is no" she said and she continued walking leaving a totally devastated Ben behind.

Flashback End

A tear rolled down the side of his head before he put his hand on Ship 'well at least I got a new pet' he thought to himself, there was then a knocking on his door "yo" he said, the door then opened to reveal Gwen and Kevin

"oh geez I know that look" Kevin said as he closed the door behind him

"hey what are you guys doing here?" Ben asked

"your mum called and said that you weren't doing too well since your date the other night so she asked me to come over and talk with you because of how close we are" Gwen explained

"and you Kevin?" Ben asked

"I'm here if you need some guy to guy talk" he replied

"so what happened?" Gwen asked Ben gave a sad sigh and told them about the events of the other night.

When he had finished both Gwen and Kevin were angry at how Julie rejected Ben's offer for another date in the absolute meanest way possible, Gwen more so "Ben listen to me now, if that bitch can't like you for who you are then she doesn't deserve you" Gwen said

"totally dude, I bet there's a billion other girls out there who'd want to be with you" Kevin added

"maybe, but she did have a point though, how many girls really would want to be in a relationship with a cyborg with teeth that can chew up Taydenite" Ben said

Gwen then sat down on the edge of his bed and put a hand on his chest "Ben you're still young you've got years to find someone special" she said

"yeah so enjoy the freedom while you have it" Kevin said, Gwen faced Kevin and gave him a glare "just saying is all" he said while putting his hands up in defence.

Ben then sat up with a small smile on his face, the movement of which woke Ship up "you know guys you're right who cares what she thinks about me, she's just one person compared to the millions out there" he said as his smile got bigger

"hey Ben how's about I take you to your favourite place?" Kevin asked

"sounds great" Ben said as he got up and Ship leapt onto his shoulder

"that thing has really taken a shine to you hasn't it?" Gwen said as she rubbed Ships head

"yeah I think he likes me because of my cybernetic parts" Ben replied

"well it better not poop in my car" Kevin said as he left the room

"I don't think it even can" Ben said as he and Gwen followed him.

After a bit of driving and passing by a Mr Smoothy and an Amusement Park which left Gwen and Kevin puzzled as to where Ben's favourite place was "turn in here" Ben said pointing to an open gate to an old factory "and park at the back" he ordered

"you're the boss" Kevin said as he drove his car through the gate. Once they had parked Ben got out and headed to an old door while Gwen and Kevin followed him, when they reached the door Ben knocked 3 times before a hatch slid open at the top

"what's the password?" the man on the other side said

"let me in you idiot" Ben replied

"oh Ben come in" he said and the door opened

"come on you guys" Ben said as he walked in with Gwen and Kevin following him when the door closed they saw an alien that could only be described as the hulk on steroids guarding the door. They then walked over to a futuristic looking elevator and got in Ben then pressed the button and the doors closed before they all got the feeling of the elevator going down. When they reached the bottom the doors opened and Gwen and Kevin were left in awe "guys, welcome to Undertown" Ben said happily and he began heading into the city

"Gwen did you know that this place was here?" Kevin asked

"I came down here once as a kid when we thought Ben had been kidnapped or something, but I hardly saw any of it" she said as they followed Ben

"well apparently Ben has been down here more than once" Kevin pointed out as Ben greeted or was greeted by many different types of aliens

"yes he has" Gwen said as her eyes narrowed slightly.

As they kept walking Kevin was surprised at all of the stuff that was for sale "whoa a lot of the stuff here you can't even get in this Galaxy" Kevin said

"you know I'm starting to get an idea on where Ben's headed and if he is he's going to get in so much trouble" she said as her eyes narrowed, Gwen's guess proved right they were now standing in front of the Black Hole "Ben how long have you been coming down here?" she asked

"nearly every chance I get" Ben said casually and he walked in to see surprisingly only one person sitting at the bar with the bar keep being as far away from them as he could.

Gwen was about to follow when a shaking firm had held her shoulder looking she was surprised to see Kevin pale and shaking with a look of shock on his face "Kevin what's wrong!" she asked incredibly concerned about him

"tha-tha-that's one o-of the s-seven Space Demons" he stuttered out, she moved him back so he couldn't see the figure anymore and began trying to calm him down.

Inside however Ben sat down next to the stranger who he saw was a young woman who was about his age or maybe a year or two older, she had milk chocolate coloured skin, long red locks of hair that looked like liquorice with two black horns coming out of the sides of her head, and she was wearing a metallic purple tank top with matching short shorts, purple boots and grey gloves, topped off with a long tail lizard-like tail made of red liquorice with a sharp candy corn like spike on the end "hey Barking a pint of Grats please" Ben asked

"Grats huh? that sounds like something a friend of mine would drink" the girl said

"well personally I think it's the best drink there is" Ben said

"really? well then try this" she said as she slid a cup in front of Ben

Ben took one sip before he pulled a sour face "wow, man that's strong" he said as he slid it back to she then turned around in her seat to reveal that she had what looked like several orange mini M&M's on each cheek that looked like freckles, and yellow eyes with red slits

"yeah that's how all newbie's respond" she said before pausing

"you don't know who I am do you?" she said

"no, why? should I?" Ben asked

"Vilespa, one of the Seven Space Demon's" she said while extending her hand thinking he'd run away at that

"Ben Tennyson" he said as he shook her hand, surprising her "and this is my new pet Ship" he said while pointing to the dog-like galvanic mechamorph on his shoulder

"ship" it said

"hmm interesting I've never seen that kind of creature before" Vilespa said as she stroked Ship's head

"yeah he was spawned by a Galvanic Mechamorph" Ben explained

"ah I thought the pattern looked familiar, so what are you doing in a place like this?" she asked

"I come here when I'm feeling down or just to have some fun and drink" Ben replied

"yeah but why this particular bar, it's not exactly kid friendly here" she said

"well you see years ago shortly after I got all of this" gesturing to all of his cybernetic parts "I had a bad incident and I wound up here where I met another cyborg named Captain Dagger and his crew and he taught me that no matter what happens with me I'll always be accepted somewhere" he explained

"let me guess he was the one who got ya hooked on Grats?"

"yeah, I drank so much of the stuff that day that they gave me the nickname..."

"Bottomless Benny"

"yeah, how did you know?"

"he told me about a boy he met here one day that became the life of the party"

"how do you know Captain Dagger?"

"simple, he's one of the 7 Space Demon's as well"

"what exactly is a Space Demon?"

"the 7 Space Demon's are a group of 7 of the toughest, meanest, most dangerous criminals in the universe"

"huh I guess that's why Grandpa Max said that Dagger was more dangerous than Vilgax"

"Vilgax! Pfft that guy in a disgrace to the name 7 Space Demon's"

"so Vilgax was a Space Demon as well?"

"he still is and is currently treading on very thin ice, the other Space Demons and I were thinking of finding someone better to replace him"

"wait so you mean he's alive!"

"well he was dead for a while but his minions were able to bring him back to life" Ben's arm began to spark at that as his rage built

"the next time I see Vilgax I am going to make sure that there isn't a shred left of him this time"

"wait so you were the one who killed him the first time?"

"yes, I completely obliterated him with an energy blast"

"wow you know for being able to kill one of the 7 Space Demon's that gives you full entitlement to take their position"

"no thanks I'm already currently labelled as the Terror of the Universe I don't want to have the title of Space Demon under my belt as well"

"then how about this tough guy we fight, if you win you get to do whatever you want if I win you take Vilgax's place" Ben looked at the girl holding her hand out

"ah why not" he said and they shook hand's

"okay lets do this on a planet I know"

"alright let's go" Ben said Vilespa then grabbed Ben's hand before pressing a button on her belt making them disappear.

They reappeared on a planet that looked a lot like the moon only he could breathe "this planet is devoid of any life so we can go all out without hurting anyone" she said

"well time to begin fighting I think I'll-" Ben was cut off as Ship, who had still been perched on his shoulder, merged with his cybernetic parts on Ben's body. His cybernetic eye went green, his arm bulked up slightly with his fingers turning into claws, Ship then spread over to Ben's other arm making it look the same as his upgraded cybernetic and then sliding down his sides and upgrading his legs making them bulkier and giving him 3 toed lizard like feat. "um this doesn't count as cheating does it?" Ben asked

"trust me sweetheart you gonna need all the help you can get to beat me" Vilespa said Ben then raised his arm up and shot Vilespa straight in the stomach with and energy ball which carried her back until she crashed into an out cropping where the energy ball detonated resulting in a huge explosion.

"Whoa" Ben said in awe

"Ship" Ship said in a low tone, Vilespa then shot forward and punched Ben hard in the stomach before she began rapidly punching and kicking him. Vilespa got in some very painful blows before Ben slammed both hands into the side of her head, stunning her before 6 lasers popped out of both of his forearms and began rapidly firing lasers at Vilespa, she managed to cross her arms in front of her to block most of the laser's but the force from them was making her slide back. When the lasers finally stopped she looked up only to be hit by a massive fist and sent sailing back as she flipped over she saw a 60ft tall Vaxasaurian wearing the same armour Ben had just been wearing now charging at her at full speed as soon, as she landed on her feet she thrust her hands out and stopped the fist that had been about to smash her.

She then grabbed one of his armour covered fingers and swung him over her before slamming him into the ground "I didn't become a Space Demon simply because of my good looks" she said before she grabbed the same finger and began repeatedly slamming him to the ground. After the tenth time she hurled Humungousaur into a mountain where he lay for a bit before turning into

"XLR8! Hey I didn't know I still had this guy" XLR8 said and in the blink of an eye he was 3 meters behind Vilespa "whoa that was fast even for me" he said

"wha-" Vilespa didn't even get a chance to speak before it felt like 10 Tetramand's were beating her to a pulp, it only lasted for about 10 seconds though before it stopped and she fell to her knees

"thanks to Ship I can go so fast it's like time stops for me"

"well then looks like I'll have to turn things up a notch" she said as she stood up and in an instant they both disappeared.

Clashes of thunder were heard all around the area, rocks burst, clouds of dust blew everywhere, and long trenches appeared everywhere, with one final loud clap of thunder both XLR8 and Vilespa appeared both looking very messed up with a few cuts here and there and large bruises forming while both were slightly winded "I must say in all my years you're the first one to hurt me aside from the other Space Demon's"

"thanks but this fight is far from over" XLR8 said, he then raised both arms again only this time he stuck the armoured hands morphed into energy cannons which began firing energy balls at Vilespa.

Vilespa charged forward while ignoring the blasts hitting her before she as she leapt up and came down with her fist extended at him. He leapt to the side avoiding the hit which had now split the ground open before she pushed of and socked him in the jaw sending him flying into the side of a mountain. XLR8 smirked as he got up "well then, lets dance" he said before leaping to the side to avoid Vilespa's punch again, which made the whole mountain crumble, he then returned the favour by punching her in the face which sent he flying, as she flew XLR8 chased after her and began hitting her constantly as she flew. He then stopped and grabbed her tail before spinning around like a top, letting go of her she flew again and crashed head first into a mountain which collapsed on top of her. XLR8 patently watched the pile of rubble that used to be a mountain for any sign of movement, beams of pink light shot out of the rubble before the pile of rubble exploded in a dome of pink energy "didn't think that she was out yet" he said before she burst out of the ground right in front of him and gave him an uppercut followed by a kick to the chest making XLR8 skid back with his feet making two long trenches as he did.

When he came to a stop Vilespa grabbed his head and began repeatedly slamming his head into the ground, after the twentieth hit XLR8 flashed green and turned into Four Arms one hand grabbed Vilespa's head, another grabbed both of her hands, another grabbed her legs, and the last rapidly punched her in the stomach. Four Arms kept punching her for about another 3 minutes before he let go of her feet and face and began repeatedly slamming her on the ground. He then let go of her hands and sent her flying with a punch to the face, chest and stomach at the same time, Vilespa tumbled again before coming to a stop at the base of another mountain. With a groan she stood up and glared at him before smirking "not bad big guy but let's see how you can handle this" she muttered to herself, she then turned around and shoved both hands into the mountain and lifted the whole thing up above her head "whoa" Four Arms said in shock "hey big guy try and catch this!" she shouted and she hurled the entire mountain at him

"oh crud" he said before the entire mountain landed on top of him.

"And that's the end of him" she said casually before dusting her hands off, suddenly a huge green figure burst out of the rubble and continued growing until it stopped and the green disappeared

"Way Big!" it said before it reared an arm back

"oh this might hurt" she said before a huge black and green armoured fist smashed down on her so hard it made an aftershock that spread out over almost the entire planet when he raised his fist he could see Vilespa embedded at the bottom of the fist shaped hole "yeah *cough* I was right, it did hurt" she said before Way Big began punching the hole over and over again. He then reached into the hole and pulled out Vilespa before dropping her to the ground, Way Big began to glow again before he turned into a black and yellow ape-like humanoid

"what the! I've never even seen this guy before" he said in surprise

"Ship" Ship said

"wait does this mean you can unlock any alien while your merged with my Omnitrix?"

"Ship, Ship" he replied in a happy tone

"alright time to lay down some smack down" he said as he banged his fist into his palm. Ben watched as Vilespa got back onto her feet and glared at him before he and Vilespa charged at each other when they met they locked hands trying to push the other back "aye wanna see something shocking?" Ben's new alien said

"and that would be?" Vilespa asked Ben's new alien then screeched and hundreds of volts of electricity shot through her body causing her to scream in pain before he stopped and let go of her hands making her now smoking body fall limply to the ground "told ya it'd be shocking, hmm I think I'll call this guy Shocksquatsh" he said before he realised something "hey Ship you didn't get hurt by that did you?" he asked worried that he had hurt him, Ship's head rose up out of the new armour and began nuzzling its face up against Shocksquatsh's face while saying its name "that's good to hear" he said as he scratched Ship's head. He then felt a hand rest on his unprotected mid section looking down he saw Vilespa smirking before she fired an energy blast that sent Shocksquatsh flying back a mile before hitting and tumbling along the ground

"ugh well shoulda seen that coming" he said as he saw a trail of dust heading towards him "well she wants more I'll give her more"

"Ship" Ship said and in a flash of green Shocksquatsh now had 2 generators on his back, his yellow fur had changed to a more greyish yellow colour and he now had stitch like marks on his arms "okay Ship you are literally full of surprises" he then began to spark "Shockstrike is ready to fight!" he said before he caught Vilespa's hand, shocking her in the process before hurling her to the side.

Vilespa did several flips until she landed on her feet "okay sparky let's see how you like this" she said she then made an energy ball in each hand and began spinning around like a top sending energy ball's flying directly at Shockstrike at high speed he managed to dodge the first few before one struck his shoulder, stunning him slightly which let him be pelted by a barrage of energy blasts. By the time she stopped spinning she was out of breath and incredibly dizzy, looking up she saw Shockstrike lying on the ground smoking, she stumbled over to him as she saw that he wasn't moving at all "well that's what you get for accepting a challenge from one of the 7 Space Demon's" she said as she kept stumbling over to him.

Vilespa then saw a pink flash up a head looking up she saw a male teenager and "an Anodite?" she said in surprise, Shockstrike then quickly sat up with its right fist glowing before it shot off and punched her in the face so hard she thought her skull had shattered, the force from the blow sent her flying off her feet. Shockstrike then got back on his feet with the fist reattaching back to his arm, he then lunged forward and punched Vilespa into the ground. As she tried to get back up Shockstrike grabbed her and picked her "put me down you-" she was cut off as Shockstrike threw her into the ground with such force that she made a 3 meter deep hole.

Gwen and Kevin who had arrived thanks to a teleportation spell watched in shock at what Ben in his new odd looking alien form had just done to one of the 7 Space Demon's "I don't believe it, how could Tennyson be that strong?" Kevin asked

"maybe the strength of the 7 Space Demon's was exaggerated a bit" Gwen said

"I hope so" Kevin said, they then watched as Ben put his hands together with the Galvanic Mechamorph armour on them fusing together and morphed into what looked like a cannon.

Shockstrike began to spark with green electricity that was travelling straight into the cannon which glowed a yellowish green on the inside that started to get brighter and brighter, inside the hole he could hear Vilespa "okay that's it this fight ends now!" she said as she started to stand up

"my thoughts exactly, TAKE THIS!" Shockstrike yelled and he fired the beam straight down into the hole Vilespa's body had made. As the beam continued the ground around Shockstrike began to rise up as well as shake violently causing Kevin to fall to his knees, beams of green energy began bursting out of the ground all over the area making Gwen to put a shield up to protect her and Kevin. After a minute the beam finally stopped and the armour on Shockstrike's hands separated, in a flash of green Ben was now back to normal this was followed by Ship retracting its armour on Ben before falling to the ground in exhaustion to which Ben quickly followed.

"BEN!" Gwen shouted and she flew over to her cousin while Kevin ran after her, when Gwen arrived she was shocked at how badly hurt he was "don't worry Ben I know a healing spell!" she said she then put her hands on his chest and stomach and began chanting something, pink waves of light began washing over Ben's body and both Gwen and Kevin watched as all of Ben's injuries rapidly healed up.

Once Ben was fully healed he sat up "man that kind of attack really takes a lot out of a guy" he said before he picked up the limp Ship "hey buddy you okay?" he asked

"ship" it said weakly, Gwen then put her hands on Ship and began to restore his energy. Once Ship's energy had returned he was as energetic as he was before

"so Ben what happened here?" Gwen asked as she turned back to normal

"well after I accepted a fight from Vilespa"

"which was the dumbest thing you could have" Kevin added, Ben frowned but continued

"Ship merged with my cybernetic parts and not only made me stronger and faster but he upgraded my Omnitrix, allowing me to turn into any alien I thought of and preventing it from timing out"

"what was that alien that you were before?" Gwen asked

Ben's eyes lit up at this "Ship unlocked a new alien and fused it with Frankenstrike"

"kinda like what happened when the face plate of your Omnitrix fell off?"

"yeah only the combinations are more useful"

"I still can't believe you beat one of the 7 Space Demon's" Kevin said

"well if it wasn't for Ship I wouldn't have lasted a minute against her...speaking of which is there anything left of her after that?" Ben asked, Gwen's hand began to glow as she moved it around "yes she's alive, but barely" Gwen replied, a stream of mana shot out of her hand and went down into one of the many holes that now littered the area.

The mana beam then retracted with Vilespa in a bubble of mana at the end Gwen then gently placed her on the ground "*whistle* man you really did a major number on her" Kevin said as he looked at Vilespa's badly beaten body before he took out his phone and took a picture of her

"Kevin!" Gwen snapped

"oh come on how many people are going to believe that Ben actually beat a Space Demon without any proof" Kevin protested

"he has a point but anyway can you fix her up as well?" Ben asked

"are you sure Ben?" she asked, Ben just nodded and Gwen began healing Vilespa.

Once she was healed fully she stood up and looked at Ben "I must say Ben that was one heck of a finishing move, I'm lucky I didn't die from that, also encase you didn't realise about our deal it is really your choice if you want to be a Space Demon or not I can't force you"

"then why did you say that if I lose I become a Space Demon"

"simple I wanted to fight you with you going all out but I knew that you wouldn't want to fight me straight up so I made up that silly little deal which just gave you a reason not to lose to me"

"well I gotta admit I did have fun plus I got to find out what his little guy is capable of" Ben said as he rubbed Ship's head

"I had a lot of fun too, I haven't had a fight like that in a long time, maybe we can fight again sometime"

"sounds good"

Vilespa then grabbed Ben and gave him a huge French kiss before she broke it and took a step back "see ya Benny" she said with a wink before touching her belt and disappeared.

All three of them were stunned at what just happened, Ben was the first to speak "did what I think just happened happen?" he asked

"you mean that you just got your first kiss from the most deadliest women in the universe, then yes" Kevin replied

"well I bet today's events have taken your mind off of what Julie said, huh Ben?" Gwen asked

"who cares what Julie thinks" Ben said now recovered from the kiss

Gwen smiled at this "that's what I like to hear, now let's go home" She said as she changed into her odd form and in a flash all four of them disappeared.


	3. Good Copy, Bad Copy

**Authors note:** to the reader who asked about a picture of what Vilespa looks like the link to a picture of her is on my profile

* * *

Good copy, bad copy

Ben and the gang had had a very interesting week, first Ben and Gwen had found out that their grandmother was actually an Anodite while also finding out that that was what Gwen was turning into when she changed forms, next they had met a time travelling professor who Gwen named Professor Paradox due to him forgetting his original name and just yesterday they had encountered an alien mapmaker who had been imprisoned by the Forever Knights for over 1000 years.

It was now night time and Gwen and Kevin were currently in his car heading towards a currently unknown destination "are you sure we're going the right way Kevin?" Gwen asked

"positive, my sources are really reliable...to a degree" he said

"and you think Ben is somehow involved in this"

"there's been a lot of alien attacks recently and Ben's name keeps popping up in all of them" he said as he turned off the main road and onto a dirt road. After a bit they came to a surprising sight, a partly destroyed castle in flames

"wow" Gwen said as she looked around at the destruction, suddenly something red shot out of the smoke and disappeared into the night sky

"what the heck was that?" Kevin asked

"it could have been Jetray" she replied before they heard groaning, looking to the side they saw a badly hurt Forever Knight lying on the ground, rushing over to him they could see that his helmet had been hit with such force that it had broken instead of dented

"Ben 10 has shown no mercy" he said

"well what did you do?" Gwen asked

"nothing, I swear on my order, he has destroyed 5 of our castles within 3 days and says that he won't stop until he gets the right answer" he replied

"well this is the first I've heard of it"

"what's his question?" Kevin asked

"his question is 'where is Ben Tennyson'" Gwen and Kevin gave each other questioning looks "a rumour going around says that he also took out a hive of DNAliens as well" he finished before he lost consciousness

"I don't know if your cousin has gone off the deep end or he's finally putting that Omnitrix to good work" Kevin said casually

"I hope it's not the former" Gwen said now really worried about her cousin

"hey, hey I was just kidding about that first bit" he said trying to prevent her from getting too upset "let's just go to his house and ask him about it" he suggested, Gwen nodded and they got back in his car before heading to Ben's house.

Ben's house

Ben was currently scanning through his physics book, he had found out that the cybernetic part of his head could scan information and stored it in the cybernetic part so he wouldn't forget anything "oh yeah I am going to pass this test for sure" he said as he finished scanning his 200th page

"congratulations Tennyson" a voice said making him jump he turned and saw Gwen and Kevin standing at the door "you're finally putting the Omnitrix to maximum use, you know butt kicking wise" Kevin said before Gwen elbowed him

"ever heard of knocking" Ben asked as he retracted his scanner back into his head before his eye came back down

"so Ben why have you been going into all of these battles alone" she asked

"and what's with the stupid question?" Kevin added

"I don't know what the heck you guys are talking about" Ben said as he stood up

"nice try but we saw you as Jetray flying away from the Forever Knights castle" Gwen said

"after you pretty much tore the place apart" Kevin said

"look I've been here scanning this book for my physics test tomorrow because if I fail it my mum's going to ground me and that means zero hero time" Ben stated

"I believe him, when you lie you're left eye twitches" Kevin said as Ben touched his left eye "but who knows maybe you've been blacking out and sleep fighting"

"it's possible" Gwen said

"well there's only one guy I know who would know if I have been doing that" Ben said "Ship *whistle* *whistle* *whistle*" Ben said

"Ship, Ship!" Ship chirped as it leap into the room and stopped at Ben's feet

"hey buddy have I been blacking out or left the house for no reason after I've gone to sleep?" he asked, Ship just shook it's head from side to side "well that answers that question" Ben said as he picked up Ship

"okay then but maybe Kevin should keep an eye on you just encase" Gwen suggested

"why do I-" Kevin was cut off as his phone rang "hold on" he said, checking the ID he answered his phone "Argit what's up?" he asked

"Kevin *crash* I thought you'd *crash* like to be interested *roar* that Benny boy *thud* is currently tearing up *roar* Undertown gahh" and the phone went dead

"crud, well looks like you were right Ben it isn't you that's been attacking your enemies, well we need to get to Undertown asap your imposter is tearing it up"

"what!" Ben and Gwen said in union, Ben activated his teleporter while Gwen and Kevin grabbed onto him "Undertown" Ben said and in a flash they found themselves in the destroyed market place in Undertown

"where is Ben Tennyson" the heard a deep voice roared out, a building then crumbled as a Vaxasaurian busted threw it.

"Hey ugly!" Ben called out getting its attention, its eyes widened before walking over to Ben, Ben got ready to activate his Omnitrix at a moment's notice once the Vaxasaurian was standing in front of Ben it pressed the Omnitrix symbol on its chest and turned into "wha!" Ben said as a fully organic version of himself now stood in front of him

"Ben Tennyson it's been a while, you are quite the most difficult creature to find but I must see you"

"have we met before?" Ben asked

"yes, it is I Albedo of the Galvan"

"hey I remember you, you helped Malware become complete"

"of which I still regret even to this day"

"but last time I saw you, you were about yay high and not as good looking"

"because your DNA is encoded as the default in your Omnitrix, mine synchronises across space and time with yours, so you have become my default as well, that's why I'm stuck in a stick, sweaty, noisy, hungry, hairy, smelly, teenage human body, and constantly craving chilli fries" Albedo stated angrily

"well look on the bright side at least you're not half machine" Ben said

"THAT would be an improvement over this" Albedo snapped

"okay so why have you been causing so much destruction?" Gwen asked

"to try and find Ben of coarse" Albedo said before turning back to Ben "now I'm only going to say this once, give me the Omnitrix" he ordered

"but the DNAliens, the Highbreed, I'm supposed to use it to save the world"

"it is incomplete and prone to catastrophic malfunction" Ben tapped the Omnitrix face

"not lately it hasn't"

"you have an unnatural amount of luck or by now you would have ripped a hole in the fabric of the universe"

"he might be a Highbreed trying to get the Omnitrix" Kevin said

"maybe" Ben said before he grabbed Albedo's face and tried to pull it

"let go you imbecile, I'm not wearing an ID Mask" he protested before Ben let him go

"well he's telling the truth about him being stuck like me" Ben said

"yes now hand over the Omnitrix this is your last warning"

"not gonna happen" Ben said crossing his arm

"very well there are other ways to disarm you" Albedo said as he took a step back and activated his Omnitrix before he pressed it down turning into Humungousaur.

He raised his arms and brought them down on the three teens, luckily they dodged the hit, Kevin touched the ground turning to stone before he ran forward and punched Humungousaur hard in the knee causing him to roar in pain, Gwen changed into her Anodite form and shot two beams of mana that wrapped around Humungousaur's neck and she flung him over her before slamming him into the ground. As Humungousaur started to get up he was repeatedly punched in the face by Four Arms, he was then sent flying back with a quadruple upper-cut, as he flew in the air Gwen hurled both Kevin and Ben at him where they proceeded to give him a sledgehammer hit each sending him crashing into the ground again, Ben then turned into Jetray and grabbed Kevin before gliding down to Humungousaur. As soon as they landed however Humungousaur started to get up "not bad children, you're more competent than I gave you credit for" he then touched his Omnitrix and turned into Big Chill "however with my superior intellect mixed with my knowledge of the Omnitrix you have little chance of beating me" he said before a cart landed on him Jetray and Kevin looked up and saw Gwen floating above, Big Chill groaned as he pushed the cart off of himself looking up he saw Gwen now floating next to Four Arms and Kevin while Ship transformed into his battle suit form "drat, this isn't over" he said before he phased through the floor.

The team then all changed back to their normal selves "can you track him Gwen" Ben asked

"lets see" she began to glow for a bit until it stopped "behind-" Gwen was cut off as she as well as the rest of the team were fully encased in chunks of ice each

"too easy, I'll be taking this" Big Chill said before he grabbed Ben and flew off.

After flying for a bit Big Chill came down and fazed through the roof of an abandoned warehouse before dropping Ben, when Ben hit the ground and the ice encasing him shattered, freeing him "s-s-so c-cold" he said as he rubbed his chest with his organic arm

"now that we're alone, let's start over, give me the Omnitrix now before I break your arm off" Big Chill said

"y-yeah like t-that's gonna happen" Ben shivered out before he activated his Omnitrix turning into "Swampfire! Why don't I warm you up a bit" he said before he shot a stream of fire at Big Chill, Big Chill made himself intangible and the fire harmlessly passed through him, taking a deep breath Big Chill blew on Swampfire rapidly covering him in ice Swampfire reached up and touched his Omnitrix symbol and turned into "Humungousaur!" he then reared an arm back and punched Big Chill making him slam into a wall, touching his Omnitrix symbol he turned into Four Arms. Charging forward he began punching Humungousaur repeatedly in the stomach while forcing him back, Humungousaur then grew in size and then grabbed Four Arms in both hands before slamming him to the ground which made the whole warehouse shake Humungousaur then pressed his Omnitrix symbol and turned into "Shocksquatch!" thrusting a hand down on Four Arms chest he sent electricity coursing through Four Arms' body, Four Arms then grabbed Shocksquatch's arm and threw him to the side, pressing down on his Omnitrix symbol he turned into Frankenstrike. Frankenstrike's conductors began to spark with green electricity as he ran at Shocksquatch, the two electric aliens locked hands and began trying to push the other back while sending electricity into each other's bodies.

A dome of yellow and green electricity surrounded the two "yield and give me the Omnitrix" Frankenstrike demanded

"yeah like that's going to happen" Shocksquatch said as the dome got bigger and bigger until it became too much and detonated, blowing up the whole warehouse. When the smoke disappeared Frankenstrike and Shocksquatch could be seen lying on the ground sparking before they turned back to normal, Ben and Albedo groaned as they got up, they looked at their Omnitrix's and saw that they had timed out

"no matter I don't need my Omnitrix to destroy you" Albedo said before he threw a punch at Ben only for his fist to be caught easily

"yeah the key difference between you and me right now is that I'm a heck of a lot stronger" Ben said as he reared his cybernetic arm back and punched Albedo hard in the stomach. Albedo had never felt this kind of pain in his life as he fell to his knees and held his stomach in agony, looking up he saw that Ben was still holding onto his hand before he let it go

"give me your Omnitrix!" Albedo demanded and he lunged at Ben's cybernetic but Ben just moved his arm to the side but as both Omnitrix's passed each other their arms swung back and the two dials on the Omnitrix's stuck together like magnets.

"What's happening?!" Ben asked as he tried to pull his Omnitrix away from Albedo's, but they wouldn't separate

"their proximity is creating a bio-energy feedback" Albedo explained as green sparks started to shoot out of the two Omnitrix's. As they did Albedo changed colours as his DNA was damaged, he now had white hair, his skin was now slightly paler, his eyes had turned red, his eyebrows had turned black, and oddly enough it turned the colours of his jacket from green with white stripes to red with black stripes. "You primitive primate look at what you've done, you damaged this form" Albedo said before Ben began swinging his arm around trying to shake Albedo off of him. "Stop it you mindless buffoon, you're going to tear my arm off!"

"Seriously, don't tempt me" Ben said before the two Omnitrix's finally separated and Albedo was sent flying and crashing into a destroyed machine where he fell unconscious "finally, I thought he'd never come off" Ben said and he walked over to the machine where he could see Albedo's Omnitrix arm hanging out. when he arrived there was a bright flash of green light when Ben could see properly he saw Azmuth standing in front "Azmuth, it's been a while, what are you doing here?"

"you've over loaded the Omnitrix so badly that I could sense it half a galaxy away, those non-stop transformations are going to break it"

"I was just-"

"save it I know my...oh well I would lecture my former assistant Albedo about making an inferior copy of the Omnitrix but it looks like I'd just be wasting my breath" Azmuth said as he saw Albedo now lying unconscious in the broken machine.

Azmuth walked over to Albedo's limp arm and removed the Omnitrix from him before Albedo disappeared "he won't bother you again" he said

"that's good to hear" Ben replied

"I'll be taking my leave now" he said and he disappeared in a green flash before Ben could ask him anything

"darn it, oh well at least I don't have to worry about anymore doppelgangers"

"right all you have to worry about now is your physics test tomorrow" Gwen said as she, Ship, and a shivering Kevin walked up to him

"hey when did you get here?" Ben asked

"just now" Gwen replied as Ship leapt onto Ben's shoulder

"hey do you guys think we could continue this some were a little warmer?" Kevin asked as he rubbed his arms

"sure grab on" Ben said Gwen and Kevin grabbed onto Ben as he activated his teleporter "home" he said and in a flash they disappeared.


	4. Return of Vilgax

**Note: i'm not exactly happy with how my last chapter turned out and i'm sorry if i've disappointed any fans of my story, hopefully this as well as future chapters will make up for it**

* * *

Vengeance of Vilgax

Kevin threw punches at Ssserpent but due to his fast reflexes he dodged them all with ease before he hit Kevin in the stomach sending him flying and tumbling back, Gwen, in her Anodite form rapidly threw balls of mana at him but like with Kevin's punched he dodged them with ease. He was about to attack Gwen when his tail was grabbed and he was slammed to the ground multiple times by Ship in his battle suit form, after the tenth time Ship let him go. As he started to get back up he was hit full force by a large sparking mana ball which exploded sending him up in the air, Shocksquatch and Gwen could be seen standing next to each other with their opposite arms extended out in front of each other.

Kevin, with his arms now silver, was running at Ship "hey Ship boost me" he yelled and jumped up

"Ship" it said as it put its hand under Kevin's feet and launched him straight at Ssserpent. Once Kevin was close enough he raised his arms above his head and as soon as he was next to Ssserpent he gave him a sledgehammer hit sending the snake-like alien shooting straight down and crashing into the ground. Gwen then encased Kevin in a ball of mana and gently lowered him back down to the ground

"once again another job well done" Shocksquatch said before they all turned back to normal

"great idea combining Shocksquatch's electric balls with your mana balls" Ben said

"thanks, these team combo's really get the job done a lot faster huh?" Gwen said as Ship climbed up on Ben.

Suddenly a figure wearing a green and yellow robe with a black sash appeared in front of them "greetings Ben Tennyson, I am Lukik senior ambassador of the Dracosian Empire, I have been granted the great honour of presenting you with this as a small token of our gratitude in saving all life in the universe from extinction at the hands of the Highbreed my people present you with the galactic medal of honour, the highest award a non Dracosian can be given" he said as he put the medal around Ben's neck

"thank you so much" Ben said with a forced smile

"the people of Dracosia marvel at your power and offer you our gratitude" he said as he kneeled down in front of Ben before disappearing.

The smile immediately fell from Ben's face and he took the medal off "I swear, it was cool for the first few days but now it's just annoying" Ben said before he turned to Kevin "here yah go" he said as he gave it to him

Kevin sighed as he pocketed the medal "you ever thought of selling these things instead, you've already given me 10 medals and 13 trophies" he said

"well he's given me 14 medals and 20 trophies" Gwen stated

"hey look all I did was change the DNA of all of the Highbreed everything else was team work so you guys deserve them just as much as I do" Ben stated

"you know Ben I'm really proud of you" Gwen said

"how so?"

"well you haven't let all of this fame go to your head"

"well at first I did but after the first few days the charm of it wore off and now it's just like, meh"

"come on lets drop Ssserpent off at Plumber HQ and get some smoothies" Kevin said casually as he grabbed Ssserpent by the tail and put his other hand on Ben's shoulder

"you guys go on a head to Mr Smoothy I'll take snake man to Plumber HQ" Ben said as he grabbed Ssserpent's tail out of Kevin's hand

"alright we'll meet you there" Gwen said before Ben activated his teleporter and disappeared in a flash "you've gotta wonder what his next big challenge is going to be" Gwen said

"getting a girlfriend" Kevin said which surprisingly made Gwen laugh

"okay big guy back to your car" she said as he guided him back to his car.

Later

The three teenagers were now outside Mr Smoothy drinking their smoothies "I don't know how you can drink the combo of Dr Pepper and grape smoothies" Gwen stated

"what can I say it's the closest thing to Grats there is" Ben said before taking a long sip. As he finished his smoothy his Omnitrix began beeping "huh the Plumbers com-link, that's got to be..." he answered it "Grandpa Max?"

"Bad news Ben, Vilgax is back" Max said

"what but that's impossible I literally blew him to pieces as a kid"

"I don't know how ether but he's back and he's issued a conquerors challenge to you"

"Ben can't accept that" Kevin said

"I can and I will...what's a conquerors challenge anyway?" Ben said

"the Galvin set it up to limit the destruction caused by interplanetary wars. Rather than risk mass destruction, both planets can choose a single warrior to represent them. The winner becomes the ruler of both worlds" Max explained

"and Vilgax is challenging me? Perfect, this time I'll make sure he stays dead" Ben said in a dark tone which unnerved Max, Gwen and Kevin

"Ben I know Vilgax is responsible for all of those horrible things you did back when you were a kid but you don't want to be labelled as a murderer do you?" Gwen stated as she put an arm around Ben. She could see that Ben was having an internal struggle before he gave a sigh

"fine I won't kill him but I'm still going to beat him senseless" Ben stated angrily

Later still

The three teens and Ship were in Kevin's car watching footage of Max, Manny, Helen, Pierce, Alan, and Cooper getting beaten by Vilgax "Vilgax looks a lot different than when I last saw him" Ben said

"yeah he also appears to be a lot stronger than he was before, he took out Grandpa Max and his team like they were nothing" Gwen said which made Ben nod in agreement

"that's why I think you're gonna need an edge" Kevin said before the door to the warehouse they were in front of rose up revealing a huge machine inside

"what's that for?" Ben asked

"you know your Omnitrix?" Kevin said

"yeah?" Ben questioned

"we're gonna hack it" Kevin said, Ben looked at his Omnitrix he started to get a bad feeling as he thought of the idea of trying to hack the Omnitrix

"no" he finally said surprising Kevin

"no? What do you mean no, if we hack the Omnitrix then we can unlock the master control" Kevin protested

"I'm sorry Kevin but I think that if we try hacking it something bad will happen, besides as long as I've got this little guy there's no way I can lose" Ben said as he rubbed Ship's head

"well if you say so" Kevin said thinking about how he was going to get all of his money back from the hacking machine.

* * *

Ben was now standing in front of his bedroom mirror "naked" while he looked over as his cybernetic part's, as he touched the part where his cybernetic arm attached to his body he began having flashbacks of all of the horrible things he had done, and it was all because of Vilgax. He so wanted to kill Vilgax for all of the horrible things he had done to him but the logical side took over and he realised that he would be no better than Vilgax if he killed out of revenge.

"Am I interrupting anything?" a voice said Ben turned around and saw Azmuth standing on his bed

"oh hey Azmuth what brings you here?" Ben asked

"I heard what your friend Kevin wanted to do with the Omnitrix" he said

"huh? How did-"

"my business, however you have made me proud that you chose not to hack the Omnitrix in order to win the conquerors challenge, I was honestly expecting you to do the stupid thing and try to hack it which could have caused catastrophic damage to not only you but the whole planet as well"

"Azmuth about the conquerors challenge would it be cheating if I allowed Ship to assist me in the fight"

"ah yes the Galvanic Mechamorph that's been mucking about with the Omnitrix for some time now" he said in a disapproving tone "however because Galvanic Mechamorph's are living technology they can be classified as a weapon"

"phew that's a relief, hear that boy were gonna cream Vilgax" Ben said while Ship happily chirped its name, Ben then sighed and looked at Azmuth "Azmuth you're literally the smartest guy I know so I was hoping you could help me with a dilemma I'm having"

"you're questioning if you want to terminate Vilgax or not, am I correct?"

"yeah"

"Benjamin I can't tell you what you should or shouldn't do, all I know is that judging on your decision today I know you that you'll make the right decision" Azmuth said before he disappeared.

Ben sighed but then smiled happily as he realised that the grouchy Azmuth was actually proud of him "I honestly thought I'd never hear him say those words" he said before he put on a shirt and hopped into bed.

The next day

In Bellwood Park Psyphon reappeared on top of a large rock "people of Earth today's contest is being broadcast simultaneously on all information channels be forewarned the conquerors challenge is a courtesy. Vilgax's fleet is currently in orbit around this planet. Should your champion fail to show, Vilgax will declare victory and obliterate the Earth, as is his legal right" Psyphon stated

"and if Vilgax chickens out I win right?" Jetray said as he flew in, wearing some kind of black and green armour, and tackled Psyphon to the ground before turning into "Swampfire!" and he pinned Psyphon to the ground "give me so much as one reason why I shouldn't burn you to a crisp for what you did to me as a kid, go on I dare you" Swampfire said in a low dangerous tone.

Psyphon who was now sweating bullets looked just beyond Swampfire's head and smiled "does that count as a reason?" he asked Swampfire turned around and saw a huge fireball heading towards them

"lets see how good of a shield you make" Swampfire stated as he grabbed onto the front of Psyphon and flipped over just as the fireball hit resulting in a huge explosion. Swampfire stood up now holding a badly hurt Psyphon "yeah you do make a good shield" he said before hurling him to the side as the large figure of Vilgax emerged from some flames

"Ben 10, I've come to kill you and conquer your world. Is now a bad time?" Vilgax said

"nope now is as good a time as any but I do have one tiny little question to ask you, um HOW ARE YOU STILL ALIVE!" Swampfire said while yelling the last part

"well by all accounts I should in fact be dead seeing as how you obliterated my original body, but fate it would seem saw fit that I have a second chance at life. You see my assistant Psyphon managed to find enough pieces of my original body to completely regenerate a new one for me thanks to the help of Dr. Psychobos" Vilgax explained "add to the fact I now possess the combined strength and powers of 20 of the greatest warriors from 20 worlds of which I will use to obliterate you as you did to me" Vilgax stated

"why 20?" Ben asked

"I was originally going to do 10 but when I heard a rumour that you defeated Vilespa in combat I decided to add an extra 10" Vilgax explained before he pulled out his sword which burst into flames and swung it at Swampfire slicing him in half which he quickly reformed and dodged several more strikes before he shot a stream of fire at Vilgax's face. Vilgax growled as he shielded his face from the flames, when they stopped he charged at Swampfire and impaled him with his flaming sword

"yeah not the best of moves big guy" Swampfire said as the armour on his chest spread to both arms one of them grabbed onto the sword while the other was aimed at Vilgax's face an energy blast then shot out of his hand and sent Vilgax flying back a few meters. Swampfire then pulled the sword out of his stomach and snapped it in half before tossing the two pieces to the side, the armour then retracted to his chest and in a flash he turned into "Four Arms!", Vilgax quickly got to his feet and socked the charging Four Arms in the face sending him to the ground, he then grabbed Four Arms' leg and hurled him to the side. Four Arms tumbled along the ground before he finally stopped in a fountain. When he got up his head was smashed into the statue in it, causing the top half of the statue to break, in a flash of green he turned into "Shocksquatch!" he then shoved Vilgax back and got on his hands and knees in the fountain, he then unleashed so much electricity that the water began to glow yellow. Vilgax roared in pain as electricity coursed through his body before he swung his leg and kicked Shocksquatch out of the water, Vilgax stumbled a bit before he regained his composure, as soon as he did however his legs were frozen solid in ice looking up he saw a Necrofriggian standing in front of him "why don't I show you how I beat Vilespa to a bloody pulp" he then looked down at the armour on his chest "Ship, I'm thinking of XLR-Arms" Big Chill said

"Ship" he chirped and in a flash he turned into a red, muscular, four armed version of XLR8 he then shot forward and his arms became blurs as he rapidly punched Vilgax in the chest. With a quadruple punch to the chest Vilgax's armour shattered like glass and he was sent flying back again as the ice encasing his legs broke.

When he started to get back up he was given a high-speed punch straight to the face "so even with the combined powers of 20 warriors you still can't beat one little teenager" XLR-Arms said before he was struck in the stomach by Vilgax's optic blasts. As XLR-Arms started to get up Vilgax came down on him and punched him in the face so hard that he made a crater from the impact, Vilgax then stomped on his head

"yield and your demise will be mercifully brief" he said as he forced XLR-Arms head further into the ground, XLR-Arms gave a grin

"what you're doing to me now won't be a fraction as painful as what I've about to do to you" XLR-Arms said

"and what prey tell would that be?"

"just this" and XLR-Arms began to whistle.

Vilgax howled in pain as he stumbled off of XLR-Arms, XLR-Arms then quickly got up and gave Vilgax an upper cut sending him flying out of the crater before he follow "what in the name of Vilgaxia was that" Vilgax demanded

"whistling" XLR-Arms started "I found out that your species has enhanced hearing so I know that whistling really hurt's"

"I'll kill you" Vilgax then ran at XLR-Arms only to stop and hold his head in agony as XLR-Arms started whistling again. He walked up to Vilgax while still whistling and he turned into Fourmungousaur, rearing an arm back he punched the stumbling Vilgax into the ground, he began repeatedly punching Vilgax into the ground while still whistling.

"man Vilgax is getting his butt handed to him" Kevin said as he and Gwen floated on a platform of mana above the fight

"yeah but still it's not over yet" Gwen added as she saw Fourmungousaur stop whistling and increase in size, he then shoved his hand into the ground and pulled out Vilgax by his left leg

"my parents always told me to make every second count" he said as he slammed Vilgax to the ground twice and then hurled him to the side making him crash through several tree's before coming to a stop. Fourmungousaur ran forward before leaping up into the air and coming down, stomping on Vilgax's chest he then punched Vilgax in the face, there was then a flash of green and standing in Fourmungousaur's spot was an alien Ben had never turned into before; he was about 6 inches taller than Ben normally was, his skull was also slightly larger than an adult humans head with two dark blue horns that protruded at near 45 degree angles at the sides of his head. He had blue sections on his head, shoulders, and abdomen that appeared to be swirling inside. He also has a thick tail with a dark blue spiked end, as well as having three talon-like toes on each foot. His skin was light blue with his arms and legs having lines on them as well as his tail. He also wore green forearm and shin guards and what looked like a green speedo, while ship continued to be armour on his chest "whoa this is a new guy!" Ben exclaimed before Vilgax punched him in the face sending him flying, but he quickly managed to stop himself in mid air "well flying is one of the abilities this guy has, lets see how strong this guy is" Ben then flew forward at incredible speed and punched Vilgax in the stomach with such force it made an aftershock. Ben watched as Vilgax doubled over and groaned in pain, Ben then unleashed a barrage of punches, kicks, and tail whips, if he had to guess he'd say that this alien was even stronger than Way Big.

Taking in the fact that he was mostly blue and a light mist was pouring from his body, he took a shot in the dark and took a deep breath before blowing out hard, the force of his breath coming out however was equal to the force of a hurricane. When he stopped he saw that Vilgax was now encased in a huge chunk of ice, the tree's in front of him were blown back and encased in ice and all of the grass was covered in ice as well "whoa, I think I'll call this guy Frostbite" he said before he flew forward and punched the chunk of ice containing Vilgax. Frostbite's fist tore through the ice and made direct contact with Vilgax's face causing him to burst out of the back of the chunk of ice and slide along the ice covered ground and crashed into an ice covered tree. Frostbite then flew up and came back down planting both knees into Vilgax's stomach causing Vilgax to cough out blood. Concentrating a bit Frostbite formed a large spiked mace of ice appear on the end of his right arm and stood on Vilgax's chest "so Villy do you yield or do I have to keep beating you senseless?" Frostbite asked raising the mace up

"I yield" Vilgax said

"that's right, you do" Frostbite said before he hopped off of Vilgax as Gwen and Kevin landed next to them

"great work Tennyson" Kevin said as he slapped Frostbite on the back, they then all heard a groan of pain looking up they saw Psyphon limping painfully over to them while holding his bleeding left arm

"huh, well what do ya know, you're more durable than I thought you were" Frostbite said Psyphon just gave a growl at this

"Vilgax" Max said as he walked up, Vilgax who was lying on the ground barely able to move now turned his head to look at Max "by the rules of the galactic code, as ratified by the Casey-Kelly accords, you have lost this contest. You must leave this world and never attack it again. Do you acknowledge?" Max stared

"I do" Vilgax replied he then turned his head to look as Frostbite "but know this, Ben Tennyson, I will have my vengeance upon you" he vowed

"Sure thing. Get out of here" Frostbite said, Psyphon pressed some buttons on his limp arm and both he and Vilgax disappeared followed by the ships in the sky and then the machine that made the dome over the park "hey guys I don't think Ship can keep the Omnitrix active for much longer so I'll meet you at Mr Smoothy's to talk about this" Frostbite said before he flew off as fast as he could.

"I swear that cousin of yours is really something" Kevin said

"yeah he really is" Gwen said before turning to Max "so the whole world saw the fight?" she asked

"yes they did, thankfully Ship was able to keep the Omnitrix active long enough while he was fighting so his secrets still safe" Max replied

"hands up if you thought he was going to off Vilgax" Kevin said before he raised his hand, Max put up his hand and with a sigh Gwen put her hand up as well.

With Ben

Ben was now hovering over Bellwood with Ship perched on his shoulder "we kicked Vilgax's butt big time" he said as he looked over the city

"ship, ship" Ship chirped in a happy tone

"yep, thanks to our team work he'll never bother the Earth again...but I wonder, with the Highbreed no longer a threat and Vilgax sent packing for good what else could there be"

"Ship shi sh ip"

"yeah your right if any other bad guys come well stop them like we always do" and he rubbed Ship's head "we'd better head on over to Mr Smoothy's before Gwen and Kevin start to worry about us" and with that Ben flew off.


	5. Discord

Discord

Ben was lying on his bed thinking about all of the weird escapades he and the gang had had during the past few weeks first and foremost he had kicked Vilgax's butt big time, next the Vreedle Brothers had tried to take Ship away from him to give back to the weasel Baz-El thankfully with a little persuasion from his cybernetic arm Baz-El let Ship stay with Ben, then while on an intergalactic piece mission to take the Tiffin to King Jarett. The Tiffin had both unlocked a new alien for Ben and also unfortunately kept him in that form which had caused a lot of problems during their mission, even now he was still angry at what the mission's true purpose was. Seeing as how Gwen and Kevin were busy it was just Ben and Ship "hmm what to do, what to do, what to do...not in the mood for soccer, Sumo Slammer's isn't on today, don't feel like Mr Smoothy's...oh I know I'll go to Undertown, there's always something interesting happening or to do down there" looking to the end of his bed he saw Ship sleeping "ah I'll let the little guy sleep" he then quietly slipped out of his room and left the house.

Ben decided to fly and get some fresh air rather than teleport to Undertown, but he still wore the teleporter just encase, when he arrived at the factory that gave access to Undertown he noticed that the vendors seemed really unnerved for some reason but he ignored it and took the elevator down. When he finally arrived at the bottom he exited the elevator and began strolling into the city, as he entered the more populated area he saw that everyone was for some strange reason kneeling down on the ground bowing "okay what is going on here?" he said to himself before he turned a corner and was surprised to see a smartly dressed man wearing a yellow tailcoat with a brick type pattern on the tails, a white traditional waistcoat, black pants shoes bow and gloves, as well as a black eye patch, messy blond hair, topped off with a small top hat that balanced unnaturally on his head, holding up a Kineceleran by its neck.

"Now tell me again which hurts more one *punch* or two *punch" he said

"hey put him down now!" he heard someone say turning his head he saw the hero of the Universe himself standing there

"ah the famous Ben Tennyson, let me guess the Plumbers sent you down here to capture me hmm?" the man said

"I said put him down" Ben replied

rolling his eye he let the Kineceleran go "Happy?" the man asked

"yeah now how's about you run along before I'm forced to get ugly" Ben said firmly making all of the bowing aliens gasp in shock

"you can get uglier?" he said before laughing "nah I'm kidding, you're already at your ugliest" Ben's eyes narrowed

"you're really pushing my buttons you know"

"meh whatever, you know you're earning quite a name for yourself in the underworld kid"

"yeah, yeah, hero of the universe and all that"

"actually I was going to say potential Space Demon" all of the bowing aliens gasp in shock again

"me? A Space Demon?"

"yeah, after all you did beat 2 of US in a fight"

"us? So that means you're a Space Demon as well?"

"yep names Discord, AKA the God of Chaos" he said as he stuck out his hand to Ben, Ben took it and was immediately given a massive shock "wow Benny you really know how to shake" Discord then let go of Ben's hand and Ben fell to the ground twitching.

Kneeling down next to Ben he grinned "what's the matter princess, taking a little nap?" Discord asked, Ben responded by swinging his arm up and hitting Discord in the side of the head, knocking him down.

Ben quickly recovered from the shock and got to his feet "everyone clear out!" Ben ordered thinking that this was going to get really dangerous everyone who was bowing quickly got to their feet and ran for safety. Discord got back up and snapped his fingers, in a yellow flash he was now sitting on a floating chair while drinking from a cup of tea

"*sip* I'm surprised that you were able recover that quickly from 300 volts of electricity *sip* but I'm afraid that because you talked back to me and hit me *sip* I am going to have to make you pay *sip*" Discord said

"yeah, yeah I hear that kind of stuff all the time" Ben said as he activated his Omnitrix and turned into "Four Arms!"

"ah a Tetramand how vulgar" Four Arms watched as Discord's eye glowed yellow for a second and in a flash he was back to normal

"what the! how did you do that?" Ben asked

"magic" Discord replied casually before sinking into the ground.

"hey come back here!" Ben ordered as Discord materialised behind him

"yeah whaddya want?" he asked with a cheeky grin, Ben turned around only to be flicked in the chest and sent sailing back before crashing into a stall. Ben groaned in pain as he tried to get up only to be pinned down by Discord with his glowing cane "you see kid I am not even trying and already you're unable to get up" he said while smiling "tell ya what, why don't we just forget about this whole little mess and you come over to my place for a bit?" he offered making Ben raise an eyebrow

"sure, why not" he said, Discord then lifted his cane off of Ben's chest and extended his hand out to Ben, Ben then grabbed Discord's hand before he felt a rush and now found himself in front of a huge scary looking castle surrounded by a thick mist, looking up he saw a night sky that had a huge rippling purple moon with a demonic looking face on it that appeared to be laughing. Looking behind him he saw a large metal gate and fence that went around the whole castle and beyond that was a crimson red sea that stretched as far as the eye could see "what the?!" he said as he looked around in surprise

"welcome to my place kid" Discord's voice echoed

"so you teleported me to another planet?"

"not exactly kid, I've trapped your soul in my mind within this illusionary version of Demonjia, the dimension of which I was created in however the major kicker here is that if you die here within my illusionary world you die in real life" Discord explained before laughing "oh and just to make sure there's no cheating" he then snapped his fingers and in an instant Ben's cybernetic parts became flesh and blood again and his Omnitrix disappeared.

"If you can find me and beat me in a fight I'll return you back to reality" he said and the castle doors opened "until then try and stay alive" and the voice stopped

Ben was left completely stunned at what had just happened he was now trapped within a insane monsters mind, completely powerless, and the only way out was to defeat one of the seven Space Demons "great" he groaned out before he headed towards the open doors. As soon as he was in the doors slammed shut behind him and he found himself in pure darkness, but it only lasted a few seconds before candles lit up illuminating the room. Looking around he saw that he was in what looked like a great hall, there was a huge grand staircase in front of him with a huge chandelier made of bones above, odd paintings hung on the walls that looked like famous artworks only with Discord's features on them, he saw the wallpaper on the left side had eyes that blinked and on the other side the wallpaper had ears, and when he looked down he saw the floor was made of spinning hypnotic spirals "okay don't look at the floor" he said before the floor opened up beneath him and he fell down the hole. He cried out as he fell before he was caught in a pair of arms which retracted back and held him up against a wall in a master-lock he then felt another two sets of arms wrap around his torso that held him firmly against the wall as well.

"Well, well what do we have here?" a huge pair of glowing lips said before they disappeared

a green light then shone on a section of wall in front of him revealing several gloved hands forming a face "why it appears to be another mortal" the hands said before the light disappeared

a glowing pink slime then oozed down the wall before it formed a woman who stretched out in front of him and grabbed his face "my, my not much to look at are you" she said before she slid her hand down his face and neck leaving a slimy trail behind and rested it on his chest "pretty scrawny as well" she stated before she retracted back and continued sliding down the wall.

A grey goblin like creature the climbed up on Ben until they were face to face "ooo let me guess you're trying to find Lord Discord, am I right?" it asked

"yeah, do you know the quickest way to get to him?" Ben asked

"why sure but I'm not obliged to tell you, you have to find him on your own" it said before it crawled off of him

a huge swarm of bugs of some kind then formed a large mouth in front of Ben "but be forewarned kid no one has ever fought Lord Discord and lived, so no pressure" it said before the arms kept passing him down until he landed in what looked like a dungeon

"well that was trippy" Ben said as he wiped the slime off of him and stood up. Looking around he spotted the door and made his way over to it but when he opened it he was surprised to see a primary school type hallway "well I guess I shouldn't expect any less" he said as he closed the dungeon door and began walking down the cold and dimly lit hall.

As he walked he could hear laughing that was close by, looking around all he saw was an empty hallway with strangely enough the occasional backpack hanging on the rows upon rows of bag hooks he then heard muttering and out of the corner of his eye he saw something move. Turning around he looked and saw two backpacks next to each other, they were rather odd looking backpacks one of them looked like an isosceles triangle with a flat back, rounded top with a fuzzy patch on top that resembled hair, two round bulging pockets in the middle on the sides (blue on top which over lapped the zipper and white on the bottom) with the tabs hanging down in the center and at the bottom was a huge zipper with thick red lining giving it the overall look of a head. The other back pack looked just as odd as the other it was a long cylinder shaped back pack that had a mass of feathery orange patch that resembled hair a zipper at the top and a zipper at the bottom with thick green lining and a purple pouch at the front in the center that had a red strap on the front of it.

"Yeesh, these things look like the monster backpacks in my nightmares when I was a kid, ugly as heck" Ben said

"well you're no looker yourself kid" the first backpack said making Ben jump back in fright causing him to fall over and which made all of the weird and odd looking backpacks laugh.

"Let me guess you peed off Discord" the second backpack said through its zipper mouth at the bottom while the top one opened up to reveal an eye

"yeah and now I have to find him and beat him in a fight"

"kishishishi no one has ever beaten Discord" a backpack behind him laughed oddly

"yeah you might as well give up now to save you a beat down"

"does anyone here know their way around this castle?" Ben asked

"of course we know our way around this castle, but we're not gonna tell you" the fist backpack said

Ben frowned before smirking as he got back up "okay then maybe you can help me with another thing" he said as he walked up to the first backpack cracking his knuckles until he was standing in front of it "tell me do backpacks feel pain?" he asked and for the next minute cries of pain echoed throughout the hall.

In reality

Discord was laughing as he let go of Ben's hand and watched as Ben's limp body fell back into the destroyed stall "that's what you get for standing up against me kid" he said, before dusting his hands off "I'll give him an hour max before the universes greatest hero kicks the bucket" he said before he walked off while twirling his cane around. The stall owner quickly checked Ben, he saw that he was still breathing and that he had a pulse but both were very weak. Bystanders quickly began making calls to the doctors in Undertown as well as the Plumbers, soon after being checked by some doctors the Plumbers arrived to both take Ben to a medical facility and get accounts on what happened.

Back in the illusionary world

Ben exited the hallway with a satisfied look on his face and a groaning backpack strapped to his chest, he now found himself in another hallway that was a kaleidoscope of moving colours with a door in the distance "whoa!" Ben exclaimed taking another step forward he was now on a stone path in the middle of a sea of what looked like blood with a cold wind blowing, another step and he was now on a road in the middle of a desert and he could feel the sun beating down on him

"you know kid you should just give up it'll be a whole lot easier for you" the backpack said

"put a sock in it you're only here for directions" Ben stated he then tried to run but he wouldn't move

"sorry kid, no running in the halls"

Ben growled and continued walking with the scenery and temperature changing with every step. By the time Ben and Sacky (as Ben had dubbed him) exited the hall Ben now had his fingers in his ears and was humming to block out the loud psychopathic laughter that was now echoing throughout it. Once he had closed the door he gave a sigh of relief as he was greeted by silence "oh thank god" he said before he realised he was standing in front of a set of stairs that lead up to pure darkness, with a sigh of annoyance he began running up the stairs into the darkness.

About 10 minutes later Ben reached the top of the stairs only now his clothes were torn, he had cuts and scratches all over his body, and he was panting profusely while holding a horn in one hand "okay next time warn me if there's monsters in the area" Ben said to Sacky

"hey I only know where Lord Discord is I've been down in that hallway for most of my existence how was I supposed to know there were monsters in there" Sacky snapped back having quite a few scratches as well. Ben then looked behind him and saw a long purple tentacle slither up out of the dark stairwell and went to grab him but before it could Ben pinned it to the ground with the horn he had broken off one of the monsters, a screech was heard from the darkness before the tentacle retracted back into the darkness.

Ben saw that he was now in what he assumed was a garden but it looked more like a forrest the trees were tall the grass was overgrown moss covered statues and pots, thick vines hung from the trees and he could see plants that he was sure didn't exist in the real world, which was confirmed when the end of a thick leafy stalk coming out of a fern opened up to reveal an eye which stared directly at him "okay where too now?" Ben asked

"half way in there turn right" Sacky stated

Ben then grabbed one of Sacky's pouch like eyes "if you're lying to me you'll have one eye just like your friend" Ben stated firmly

"I'm not lying I swear!" it replied and Ben let go before heading straight ahead, slightly unnerved as the stalk moved keeping its full gaze on him.

As Ben walked through the jungle of a garden he saw plants and trees moving around him so he kept his guard up to the max, it was a good thing he did because the next thing he knew thick vines lashed out at him in all directions. The only thing he could do was run and dodge seeing as how even his super strength was gone, just when it seemed as though he had escaped the vines a large one burst out of the ground and wrapped around him tightly. Ben watched as the rest of the vine came out of the ground before it retracted back and Ben now found himself dangling over a huge Venus flytrap "ah crap" both Ben and Sacky said before the vine let go of Ben and they fell into the huge flytrap's mouth which snapped shut. Some groaning and grunting was heard before Ben tore his way out of the flytrap before using his teeth (which were still Duranite) to make a ring around the plants stem, a screech came from it as Ben made a full ring before it toppled over landing with a loud thud "pfft flower power my ass" he said and he continued his journey.

Finally Sacky told him to turn to the left, as he did he tripped over something, when he turned to see what it was he was slightly surprised to see "a Gnome?" he said the Gnome looked at him and hissed angrily showing razor sharp teeth before fleeing on all fours "okay there is officially nothing that can surprise me now" Ben said before a spider twice the size of an ox landed in front of him and hissed "nope, I'm all surprised out" the spider hung its head and retracted back up into the dark trees and Ben continued walking. Soon Ben saw little glowing objects floating around in the air along his path, once he got closer he realised that they were fairies "huh? Not really something I'd expect in this place" he said as one of them grabbed the side of his face and bit his cheek "yeow!" Ben hollered before all of the fairies shot towards him and began biting his face and arms "you're all nothing but a heap of bugs!" Ben said before he began slapping and squishing them. Soon all of the fairies lay in bloody heaps on the ground "okay now that was something I'd expect in this place!" he said and he continued following Sacky's directions.

After a while Ben arrived at a toll both that had a Gnome in it and just beyond the booth was a stone wall with a large wooden door on it "halt, you can't go past this point without paying" the Gnome said

"...I don't have time for this" and he ducked under the boom gate

"hey stop or else!" the Gnome ordered as he got out of the booth and walked up to Ben

"am I supposed to ask 'or else what?'" Ben said while sizing himself up to the foot high Gnome.

The Gnome then pulled out a tiny remote and pressed a button on it "run kid!" Sacky shouted Ben then made a run for the door as hundreds of Gnome's came out from all directions. Ben then opened the door and rushed inside before slamming it shut, he then slid a piece of wood in front of it sealing the door shut as the Gnomes repeatedly banged and scratched on the door.

"thanks for the heads up" Ben said

"don't mention it" Sacky replied Ben looked around and saw that he was now in what looked like an abandoned dance hall

"okay where to now?" Ben asked

"double door to your left" Sacky replied before several lights shone on the now spinning disco ball

"oh great what now?"

"the nightly party is about to begin, never been to one of these things before" Sacky said as a voice was heard "hello children...wanna hear a nice bed time story...hahahahaha" and music began to play

"oh I have a bad feeling about this" Ben said as he headed towards the doors a creaking was then heard and a large trap door in the centre of the dance floor opened up and monsters of all kinds began pouring out of it

 _Creepy crawly slimy things that stick on your skin_

 _Horned things with tentacles that want to pull you in_

 _Squirmy worms slugs and snails that lay there in a goo_

 _They'll wait down there forever till they get their hands on you_

 _Don't you open that trap door_

 _You're a fool if ya dare_

 _Stay away from that trap door_

 _Cause there's something down there_

(the door then busted open and the gnomes came flooding in)

"shit" Ben said and he made a run for the door only to have a tentacle wrap around him and yank him to the side

 _Meet those ghouls that scream all night and ghost that moan all day_

 _Don't try to look for a scary spook it'll blow your mind away_

 _Take my word I speak the truth there an evil behind that door_

 _Just take the plunge into that gunge we won't see you no more_

 _Don't you open that trap door_

 _You're a fool if ya try_

 _Stay away from that trap door_

 _Cause you'll be saying bye-bye_

Ben was hurled to the side through a slime monster and into the arms of a female zombie, they spun around holding hands and Ben was sent stumbling back into a furry monster as the zombies arms came off where he was backhanded and sent bowling over a large group of gnomes

 _Frightening things with 16 legs they'll wait with open jaws_

 _They pass the time sitting there while sharpening their claws_

 _Who will be the first one to stop our bellies grumbling_

(Ben was knocked and stumbled back towards the open trap door)

 _Who will open up that door and down that hole come tumbling_

(Ben fell down the hole)

 _Don't you open that trap door_

 _You're a fool if ya dare_

 _Stay away from that trap door_

 _I know there's something down there_

(Ben was brought back up by a mass of tentacles and placed on his feet before he bolted towards the door)

A evil demented laugh was heard and all of the monsters receded back down the trap door taking all of the gnomes down with them and as soon as the last monster left the trap door slammed shut. "That was awesome" Sacky said

"speak for yourself" Ben muttered

"hey before you go open up that trap door"

"are you kidding there was just a whole song about not opening it!"

"trust me kid when it happens you'll know" with a sigh Ben did what Sacky said

as he opened it he could hear screeching and beastly roars coming from the darkness. Ben backed up from the trap door before he left the dance hall, walking down the corridor he saw more of the odd paintings hanging on the walls taking note that their eyes were following him "eh they're just paintings" Ben said casually before the images extended out of the pictures and looked ready to attack

"I thought you'd learned by now nothing in this place is what it seems"

"shut up" Ben then began ducking and weaving his way through the mass of pictures as they swiped at him. Once Ben reached the door he realised that he was also out of reach of the paintings

"word of advice kid stay to the side of the wall and flip up that tiny latch up" Ben looked at the tiny latch, staying flat up against the wall he flipped the latch up with one of his fingers and as soon as it was up a wave of water burst out of the door. The water washed all of the paintings off the walls and into the dance hall where they all went down the trap door along with all of the water. By the time all of the water had drained Ben now found himself face up in the still slightly flooded corridor, both he and Sacky spat out mouthfuls of water before Ben sat up

"I swear I'm going to kill Discord" he said before he stood up and headed back towards the room that had been filled with water. When he entered it he saw that even though the colossal room was now almost completely empty of water, cartoonish versions of sea creatures were still swimming about in the air, with a sigh Ben trudged through the ankle deep water with the creatures 'swimming' away from him. When he opened the next door he was greeted by a blast of hot air as he saw the long corridor was filled with fire "shit" he muttered before he bolted through the corridor all of the water on his body was turned into steam within seconds and now the flames were licking and burning his skin while the hot air burned his lungs making it hard for him to breath.

A now flaming Ben burst through the door on the other side and began rolling around on the ground to put the flames out "it's a...good thing I'm...flame resistant...or else...I'd be...ashes right now" Sacky said as Ben kept rolling over him until finally the flames were out.

Tearing off his burnt shirt Ben looked down the corridor and saw multiple large mirrors hung up along the walls as he passed the first one he suddenly felt very light and weak at the same time looking at the mirror next to him he was shocked to see that he now looked skeletal looking down he saw that he was now just as thin as he looked in the mirror "oh I get it, it's like a fun house of mirrors that turn you into what you look like" he said in a slightly amused tone

"actually these are Universe mirrors they turn you into what you look like in different Universes" Sacky said

"wow I must have anorexia in this Universe" Ben replied, he was slightly surprised however that his appearance didn't change even after he left the mirrors reflection it was only when he stepped into the reflection of another mirror that his appearance changed he had now turned into a 500 pound version of himself

"gah! kid move out of the reflection before my straps bust!" Sacky yelled out

"huh so this is what I'd look like if I was fat" Ben shrugged and kept walking his body kept changing with every mirror he passed, at one point he even turned into a girl, when he arrived at the 23rd mirror he felt himself get shorter he looked in the mirror and saw a younger, different version of himself, he was now about 12-13 years old he wore a black waist coat with blue pockets over a short sleeved light blue shirt, a blue tie, ear rings, blue pants and a medallion in the shape of the Omnitrix. Looking at his hands he saw that he had an Omnitrix on his left wrist and a blue bracelet on his right wrist, he also has a gold ring on the index finger of his right hand, he also had blue eyes as opposed to his normal green ones and his hair was longer, covering his left eye. "Flashy" he said before realising that he was now also wearing also an Omnitrix activating it he selected an alien and pressed down on it turning into "Crystal Man! Wait what?" he said looking at his reflection he saw that while he looked like Diamondhead there were just a few differences, one: his eyes were now blue instead of green, two: his Omnitrix was blue with gold rimming instead of green and white, and third instead of his suit being black and white it was gold and blue "nice" Ben said before he began firing crystals at the rest of the mirrors shattering them all "all right!" he exclaimed and he ran forward "just keep giving me directions" he ordered as he smashed through the door. Diamondhead just kept charging forward, he didn't care what was in his path he just smashed through it, finally he busted through some large doors and found himself in a throne room with his objective sitting on the throne.

"Okay Discord I've been through your hell of a castle and now I'm here to fight you and beat you so I can get out of here!" Diamondhead stated before he turned back to the odd version of himself he had become thanks to the mirror

"well, well, well, you're quite the persistent one aren't you Benny boy" he then grinned "so I take it you enjoyed the sights and sounds of my castle"

"hardly this is the absolute worst place in any kind of reality"

Discord's eye narrowed "and you ruined all of the fun by leading him here" he said while glaring at Sacky

"I'm sorry master but he-" Sacky didn't get to finish as a beam shot out of Discords eye and turned Sacky into ashes

"awe I was gonna use him as protection" Ben said

"trust me kid he wouldn't have provided much protection, I must say you did extremely well to make it here in one piece, though I guess I shouldn't expect anything less from the 'Hero of the Universe' hat's off to you" Discord took off his hat and the whole castle tilted making Ben fall back before Discord put his hat back on correcting the castle. Discord then got up from his throne "however I'm sorry to say that this is the end for you" then with a snap of his fingers Ben was back to the way he looked before he entered the corridor of mirrors

"awe man"

"you see I'm the one in control here, and you die now!" he then ran at Ben so fast his knee was lodged in Ben's stomach before he even realised it he then gave Ben a palm thrust to the side of the head sending Ben flying and slamming into the wall. Ben got back up and ran at Discord, he may not have the Omnitrix or even his cybernetic arm but he was damn sure not going to give up without a fight, he threw his fist forward at Discord but Discord merely blocked it with his index finger "I think I'll just toy with you for a while before ending your life" Discord said before he flicked Ben in the chest causing him to stumble back.

Back in reality

Gwen and Kevin arrived at Plumber Headquarters and were now quickly heading to the medical bay, they had been on their third date when they had been informed about something had happened to Ben. When they arrived they were shocked to see a ghostly white Ben lying on a bed "what happened to him!?" Gwen asked

"we don't know, we got a report that he had a run in with Discord, his vitals are weak and he has almost no brain activity" Max said

"Discord? As in Discord the Space Demon?" Kevin asked

"the very same" Max replied "we're currently trying to find him to get some answers"

Gwen looked at Ben and then to the device on his arm "I know how to find him" Gwen said as she took off Ben's teleporter and put it on her arm "Kevin grab Ben" she said which Kevin complied and once he was holding him Gwen activated the teleporter and grabbed Kevin's shirt "the Space Demon Discord" she said and in a flash they found themselves now standing in front of a blonde haired man wearing a yellow tailcoat and black pants sitting on a bench in an unused area of Undertown. "So I take it you're Discord?" Gwen asked, he didn't respond at all, he just sat there staring blankly

"is he dead?" Kevin asked

"no he's breathing, maybe he's in some kind of trance" her hands began to glow pink and she put them on the side of his head and peered into his mind, she was shocked as she saw her cousin getting the living snot beaten out of him starting to put the pieces together she wanted to test a theory "Kevin hit him as hard as you can" Kevin laid Ben down on the ground and then absorbed the metal from the bench and using a technique he had learned recently formed his right hand into a mallet before he hit Discord in the chest. Gwen watched as the Discord in his head clutched his chest in pain this was followed by Ben finally landing his first blow that knocked him off of his feet.

"Great keep hitting him I think we're helping Ben's soul win" Gwen stated

"I don't know what you're talking about but if it means that I can beat up a Space Demon without consequences then I'm all for it" Kevin said as he formed his other hand into a mallet and began repeatedly hitting Discord.

Back in the illusionary world

Discord was now receiving two kinds of pain one was happening from an outside source and the other was from Ben "damn it someone must be interfering from the outside" Discord said before Ben punched him in the face.

Ben heard what Discord had just said and grinned 'I bet it's Gwen and Kevin' he thought to himself, he then thought of the advantage he would have if he had his cybernetic parts right now and in an instant they all returned "all I had to do was think about having my cybernetic parts and they would have returned" he said to himself angrily thinking again all of his injuries healed and both of his arms became cybernetic "time to blow you away" he said as he raced up to Discord and put both hands on Discord's chest before he unleashed a massive blast that completely obliterated Discord and destroyed most of his castle as well. Ben then watched as the whole world started to fade until he was now standing in pure darkness but not for long he felt the same rush he had gotten before...

Back in reality

Gwen saw Ben destroy the imaginary version of Discord and smiled before taking her hands off of his head and turned to look at Ben who was now getting to his feet "Ben are you okay? are you hurt?" she asked

"I am now, thanks for helping me with that guys, I owe ya" Ben replied as Kevin stopped hitting Discord and put an arm around Ben's shoulders

"any time Tennyson" he said before a glowing caught their attention. Turning they saw that Discords tail coat and skin had turned red, his eye was now completely black with a red iris, and his pants shoes gloves hair and hat were now white with a red glow to them

"you bastards!" he yelled as he stood up "I was so close to killing the great Ben Tennyson and you two had to interfere!"

"well you shouldn't have left yourself unguarded" Gwen replied as Discord burst into flames

"do you have any idea what I'm like **WHEN I'M MAD!?** " he said in a demonic voice

"uh guys I think we should leave now" Kevin said before cracks appeared in the air all around them, Ben then shot forward and punched Discord right in the face making the cracks disappear and turning him back to normal. As Discord stumbled back from the blow blood began pouring out of his now broken nose, Ben then gave him a leg sweep causing Discord to fall on his back, Ben then got on top of him and punched him 15 times in the head until he was sure he was unconscious. Ben then got up and looked down at the unconscious Space Demon "whoa Ben, you do realise you just knocked out a Space Demon right?" Kevin questioned

"yeah I do but I couldn't have done it without you guys" he replied

"what did we do?"

"you got me out of that psychopaths mind"

"what was it like in there?" Gwen asked

"take all of the weirdest things you can possibly imagine and put it all together in one place, that's what it was like" he then picked Discord up and slung him over his shoulder

"let's take him back to Plumber HQ before he wakes up" Gwen said as she activated the teleporter "Plumber headquarters holding cells" she said and in a flash they disappeared.

They reappeared in front of a group of Plumbers who were about to head into the elevator, needless to say the Plumbers were shocked that Ben and his team brought in Discord "Ben, is that the Space Demon Discord?" Magister Labrid asked

"yep, so where can I put him before he wakes up?" he asked

"we've got a special cell made just for him, follow me" Magister Labrid said and they walked quickly to a cell that had different symbols carved all over the walls, floor and ceiling "just dump him on the floor" Ben did what he said and then left the cell with Labrid with the doors sealing shut behind them and

"so are you sure that cell will hold someone like him?" Ben asked

"yes those markings are special seals that will both prevent him from using any of his powers and shock him at the same time" Gwen said

"there is no way he's leaving that cell" Magister Labrid stated with a smirk

"that's good to hear, he also may need medical attention but that's your call" Ben said before he turned to his team "let's celebrate, smoothies on me guys" Ben said as Gwen handed him his teleporter back.

As they began to leave Magister Labrid stopped them "you know Ben there's a substantial reward for Discord" he said

"what kind of reward?" Ben asked his interest now spiked

"a cash reward"

"how much?" Kevin asked

"let's just say converted to Earth currency you'll never have to work a day in your life"

"that doesn't sound half bad, is it okay if I go over the details with my grandpa?" Ben asked

"of course"

"thanks" and with that they decided to find Max first before going to Mr. Smoothy's. When they had found Max they had given him a quick rundown on what happened, when Ben had finished he had decided to ask the big question "so Grandpa I heard from Magister Labrid that there was a reward on capturing Discord"

"indeed there is quite a high price on Discord's head and if you truly have caught him Ben then that reward is yours"

"so how much does he get?" Kevin asked

"Discord's bounty, while not the highest, in Earth currency is 60 billion dollars" Max said in a serious tone

"I think my heart just stopped" Ben said

"same here" Gwen said

"me too" Kevin added

"well I'm going to go check on him" Max said and he left the room

"hey Ben why don't you tell us what it was like in Discord's head over smoothies?" Kevin suggested sounds good to me Ben said and then using his teleporter he took them to Mr. Smoothy's.


	6. The Final Battle

The Final Battle

Ben, now as Jetray, was flying as fast as he could to a location Albedo had given him he had gotten a message on his TV that he had captured both Gwen and Kevin and that if he wanted to see them again he'd come alone to the designated location, he would have simply used his teleporter however seeing as how he knew that if he had just teleported to Albedo he would most likely have been caught instantly. When he arrived he found out that the location was actually an old mine, walking up to the entrance he called out "I know its a trap, I'm not just walking in there"

"then I'll come out" Albedo said as he emerged from the mine "and you're right, it is a trap" he then activated his different looking Omnitrix and turned into Humungousaur

"I see you've got your knock-off Omnitrix working again" Ben said before he activated his Omnitrix as well and turned into "Humungousaur!"

"It's not a knock-off. It's the Ultimatrix, and it's a definite improvement over the original. Wanna see?" he then turned the Ultimatrix symbol and it popped out "not only can I transform into anything you can, but I can also evolve those creatures to their Ultimate Form" he then slapped the Ultimatrix symbol, and transformd into the Ultimate form of Humungousaur "meet Ultimate Humungousaur!"

"meh, I've beaten tougher guys than you!" Humungousaur said

"really? When?"

"for starters... how about now!" and Humungousaur charged at Ultimate Humungousaur. Ultimate Humungousaur swung his arm hitting Humungousaur and sending him flying into the ravine below "its going to take more than that to..." Humungousaur watched as Ultimate Humungousaur's hands turned into what looked like guns before missiles shot out of them with every one striking him. When the smoke cleared Humungousaur could be seen lying on his back, he gave a slight groan before Ultimate Humungousaur landed in front of him and picked him up, he was about to try and break his back when "wait"

turning both their heads they saw Vilgax standing in front of an army of blank looking robots "we still need him" Vilgax said, Ultimate Humungousaur then threw Humungousaur down on the ground. "Here's what's going to happen Ben Tennyson. You're going to give me the Omnitrix, or else I'm going to kill your friends right in front of your eyes" Vilgax threatened as a tied up Gwen and Kevin (Gwen having a tag with some weird symbols on it stuck to her front) were brought forward and forced to their knees

"don't listen to him Ben" Gwen said

"he's just a big green blowhard" Kevin added before Vilgax dug his claw-like fingers into Kevin making him yell in pain

"what's it going to be Tennyson?" Vilgax asked

"okay, okay stop, I'll do it" Humungousaur said before he touched his Omnitrix symbol and turned back to normal. Looking at his cybernetic arm he sighed

"and don't even think about using your blaster on me" Vilgax stated

"Omnitrix voice command mode"

"this mode is locked and not available"

"command function override: code 10"

"override accepted"

"eject Omnitrix: command code 000 eject 0"

"command accepted: Omnitrix ejected" Ben watched as the Omnitrix popped almost fully out of his arm, Ben then plucked it out and looked at it

"give it to me" Vilgax ordered, with another sigh Ben walked over to Vilgax and placed the Omnitrix in his hand. To everyone's surprise Vilgax placed the Omnitrix inside a hollow one that was on his wrist

"hey what are you doing with that!?" Ultimate Humungousaur demanded

"you see there's been a change of plans Albedo, instead of giving you the Omnitrix as we agreed earlier I'm keeping the Omnitrix for myself to help my army of bioids" Vilgax said, as he had been talking Kevin had absorbed the material that the bioids were made of and used it to break his bonds, he then tore off the tag on the front of Gwen and in an instant she turned into her Anodite form and the two quickly began attacking the bioids, Ben and Ultimate Humungousaur looked at each other and nodded before they too joined the fight. Vilgax just laughed "try all you want you'll run out of energy before you defeat so much as half of them" he said as he watched the 4 of them taking out masses of his bioids.

"Why don't we make this more interesting" Vilgax said as he activated his Omnitrix and chose an alien at random before pressing it down and in a massive flash of green the 3 heroes and Ultimate Humungousaur found themselves surrounded by an army of Humungousaur's who kept chanting their name

"oh this could be bad" Ben said

"my bioids are synthetic soldiers with blank DNA, all synced to the Omnitrix" Vilgax stated

"Gwen get you and Kevin out of here!" Ben ordered, even with her immense power Gwen knew that even she couldn't take out this many Humungousaur's even with all of their combined efforts

"what about you!" Gwen called out, Ben just pointed to his arm indicating to his teleporter, Gwen then surrounded her and Kevin in a dome of mana and then teleported away.

Ben grinned as his finger's turned into swords "you're not going with them are you?" Ultimate Humungousaur stated as the army of Humungousaur's advanced on them

"nope" Ben replied as his swords glowed yellow and he swung his arm sending out waves of energy that sliced 10 Humungousaur's to pieces

"not bad" Ultimate Humungousaur said before his hands turned into guns again and he fired missiles at the oncoming Humungousaur's.

The two of them kept blasting and hitting as many Humungousaur's as they could but no matter how many they destroyed more just kept coming, soon the inevitable happened Ultimate Humungousaur turned back into Albedo and Ben was starting to run out of energy "it won't be long now" Vilgax said to himself as he watched the two take some serious blows before they were finally over powered by the few remaining Humungousaur's, the last thing they both heard was Vilgax laughing triumphantly.

Meanwhile

Gwen and Kevin were now in the Rust Bucket heading away from the mine, Max had been on his way to help out when Gwen and Kevin had appeared, once he have gotten the details he had started heading away "where's Ben he should have been here by now" Kevin said

Gwen was starting to get a very bad feeling "maybe he just wanted us to get out of there while he took care of the bioids himself" she said

"why would he do that?" Kevin asked

"it's possible he has a new weapon in his arm that would be too dangerous for you to have been there" Max said as he too started to get a bad feeling

"nah if he had a weapon like that we would have seen or heard it by now"

"hmm true we would have"

"I'll search for his location" Gwen said as she turned into her Anodite form and closed her eyes.

She was silent for a moment before her eyes snapped open and she gasped "what is it Gwen?" Max asked

"he's restrained on Vilgax's ship!" she exclaimed and Max slammed on the breaks

"are you 100% sure Gwen" Max said

"yes I am"

"damn it!" and he hit the steering wheel in anger

"we need to get him back, teleport us to Vilgax's ship Gwen" Kevin said

"no we can't just go rushing in we need to make a plan first" Max said as he got out of his seat

"then how about we get a group of Plumbers to help?"

"it's not that simple Kevin, Vilgax could possibly have 10 times the amount of bioids on his ship then there were at the mine, getting all of the Plumber's on Earth to help would just be a suicide mission"

"well what do you suggest we do Grandpa?" Gwen asked

"we need to call in Plumbers from other places in the galaxy"

"and how long will it take them to get here?"

"A week, 10 days at the latest"

"we can't wait a week, Ben could be dead and there'd be no planet left to save"

"I'm sorry Kevin but that's the only option we have at the moment" Max said grimly while also hanging his head.

On Vilgax's ship

Ben and Albedo were currently restrained on floating tables, Ben was trying as hard as he could to break free but his limbs wouldn't budge "struggle all you want Tennyson there is no way you're breaking free from those restraints" Vilgax stated "I've also disabled your arm so you can't blast your way out of this one"

"let us go Vilgax or else"

"alright I'll humour you, or else what?"

"or else I'll make to and your precious Omnitrix go boom" noting Vilgax's questioning look he continued "I know the command code to make the Omnitrix self-destruct and if you don't let both of us go now I'll activate it"

"you're bluffing"

"do you seriously want to take that chance?"

"yes I will"

"okay then" Ben was about to activate the self-destruct sequence when Gwen (in her Anodite form) and Kevin appeared

"darn it Gwen" Kevin said in an annoyed tone

"not now Kevin" Gwen said she then looked at Ben and then at Vilgax "you free Ben I'll take care of Vilgax" and she fired a beam of mana at Vilgax, knocking him back.

Kevin pressed multiple buttons on the table causing the restraints to let Ben go, as Ben got up he took note that his cybernetic arm now hung limply "darn it" he muttered

"what's wrong Ben?" Kevin asked

"my arms completely disabled" he said as his arm just hung limply at his side

"don't worry just let Gwen and I handle this" he then absorbed the ground and ran over to help Gwen.

Ben however turned to Albedo "I take it you'll help us if I let you down?"

"I'll gladly help you beat that scum pile" Albedo stated

"good" he then began pressing the same buttons Kevin did and released Albedo

"thank you" he then activated his Ultimatrix and turned into Swampfire "it's time for some payback" Swampfire said and he went to assist Gwen and Kevin. Gwen pummelled Vilgax with a barrage of mana balls that kept breaking his shield and striking him, Kevin then got behind him and rapidly punched him in the back, this was followed by Swampfire sending a stream of fire in his face, Vilgax then grabbed Kevin and hurled him at Gwen before he brought out his sword and sliced Swampfire in half vertically. Vilgax pressed a button on the consol and two long containers came from the two halls on the opposite sides of where Kevin, Gwen and Swampfire were, when they stopped they split in half to reveal 3 long lines of bioids each

"oh great more of these things" Kevin groaned out

"just a few of the hundreds of thousands I have aboard this vessel" Vilgax stated before holding up his Omnitrix as he activated it Gwen stuck both of her arms out to the sides and fired a beam of mana from each one that impaled all of the bioids in the middle rows through the chests causing them to fall limply to the ground "not bad girl, but lets see how you handle-"

"you guys take that side and I'll take these!" Gwen ordered as two long blades of mana came out of her hands, she then stuck her arms out to the sides and flew down the path she had made with her blades slicing every bioid in half. Kevin and Swampfire looked at each other and they followed Gwen's lead and began destroying the bioids, Vilgax growled before he selected an alien and pressed down on the Omnitrix making all of the remaining bioids turn into "Shocksquatch!" they all said in union before they managed grab onto their attackers and shocked them.

The bioids carried their attackers back out to the bridge while keeping a constant flow of electricity coursing through their bodies, the three of them had also turned back to normal "ah screams of pain is there any better sound" Vilgax said

"stop it right now Vilgax!" Ben ordered

"or what, true you may be stronger than the average human but in your current state you're absolutely powerless against me or my bioids" Ben scowled

"Omnitrix, command function override, code ten"

"override accepted. Voice command activated" the Omnitrix replied

"what are you...?"

"Omnitrix, self-destruct in thirty seconds, command code zero, zero, zero, destruct, zero"

"destruct sequence completed and engaged. Detonation in T minus thirty seconds"

"if the Omnitrix self-destructs, it will destroy the entire universe"

"it would if I let the charge build up for a few days, but I'm only giving it thirty seconds"

"detonation in T minus twenty seconds"

"my bad. Twenty seconds. Make them stop and take off the Omnitrix or it's gonna blow!"

"you're bluffing, increase the charge!" the Gwen Kevin and Albedo screamed out even louder in pain

"detonation in T minus ten seconds" the bioids looked at the Omnitrix as it continued counting down "Five... four... three... two... one..." the Omnitrix blew up and sent Vilgax flying into a wall.

The bioids turned back to normal and released the captives causing them to fall to the ground twitching, Ben quickly made his way over to Gwen "Gwen are you okay!" he asked

"my whole body is tingling, but I should be okay" she said with the occasional twitch. With slight relief he made his way over to Kevin and Albedo to see if they were ok, thankfully they were in the same condition as Gwen.

After about a minute Gwen wobblingly got to her feet and made her way over to Kevin and Ben unfortunately a large green hand wrapped around her waist "I may not be able to conquer this world today Tennyson but the least I can do is cause you a lifetime of grief knowing that you were powerless to save her" Vilgax said as he squeezed Gwen tightly and then grabbed her head

"let her go right now Vilgax or else!"

"or else what, what else could you possibly do to get me to stop"

"or else I'll activate my bomb" Ben said in a deadly serious voice.

Everyone's eyes widened at that "you have a bomb?" Vilgax asked

"not just any bomb but a Techadon Mark 10 Photon Bomb that's currently in my arm" Ben stated

"now I know you're bluffing for two reasons one you'll kill yourself in the process and two you'll destroy the Earth"

Ben activated his teleported and grabbed onto a section of the ship "planet Pluto" he said and in a flash they were now in Pluto's orbit "so do you still think I'm bluffing?" Ben demanded, Vilgax responded by putting Gwen (who had now recovered from her massive shock) back down on her feet and took two steps back while Gwen made her way over to Kevin to see if he was okay "Gwen can you teleport us out of here?" Ben asked while keeping his eyes locked on Vilgax with a bit of a struggle Gwen changed into her Anodite form

"yeah let's get you and Kevin out of here" she said with a smile

"no Gwen, take Kevin AND Albedo back to Earth, I'll catch up soon" Ben said Gwen was about to protest but the look Ben shot at her told her not to argue pulling Albedo closer Gwen chanted some words Ben couldn't understand and in a pink flash they were gone.

"What are you going to do Tennyson?" Vilgax asked

"I'm going to stop you once and for all" Ben said as he took off his teleporter and put it on his other arm

"why? I did what you said"

"why? I'll tell you why because you turned me into a monster, its because of you that I killed and tortured so many people, add to the fact you also kidnapped my cousin and friend and threatened to conquer Earth even though you lost that challenge months ago" he then held up his limp cybernetic arm to his face with his other hand holding it up, he then opened his mouth and bit a large chunk out of his cybernetic arm before spitting it out, with two more bites his arm was now off

"you're...you're insane"

"maybe *sigh* I thought I'd never have to say this, password: Dr. Psychobos is the greatest mind in the universe, self-destruct in 10 seconds" he finished and the countdown began, Ben then activated his teleporter "see ya Villy" he said to the stunned Vilgax "Gwen Tennyson" Ben said and he disappeared just as the countdown reached 0.

On Earth

Gwen, Kevin and Albedo were now in the rust bucket waiting for Ben, Max had been furious when Gwen had just left brashly with Kevin but he was relieved when she returned and had delivered the news that they had beaten Vilgax, now they were all waiting for Ben to return. In a flash of green Ben appeared 3 feet from Gwen "Ben!" she exclaimed as she hugged him tightly, but thats when she noticed that something was off, pulling back her eyes widened as she looked at Ben's metallic stump "what happened to your arm!?" she asked as Max and Kevin moved closer

"I wasn't lying when I said I had a bomb in my arm so I bit my arm off and let it blow up in Vilgax's face" Ben explained

"Ben" Ben looked at his grandpa "why didn't you tell anyone you had a Techadon Mark 10 Photon Bomb in your arm?" Max asked firmly

"I was saving it as a last resort and I think I used it very well, granted I may have destroyed Pluto and Neptune in the process but at least Earth is safe"

"well now that our common enemy has been vanquished any alliances we had end's now" Albedo said as he stood up Gwen and Kevin while still not 100% got ready to fight but Albedo just raised his hand "no I am not going to fight you" he said before he pressed a few buttons on his Ultimatrix causing it to expand and he took it off before handing it to Ben "consider this as my way of thanking you for getting your cousin to save me as well"

"thanks" Ben said

"don't mention it, ever" Albedo said before he left the Rust Bucket.

"Well I know where our next stop is going to be" Max said as he observed what remained of Ben's arm

"yep, next stop Galvan Prime!" Ben said happily and he activated his teleporter.


	7. Ultimate Alien

Ultimate Alien

Ben was now sitting at home on the couch with Gwen and Kevin watching TV while Ship happily sat in his lap "so Ben how's the new arm treating you?" Gwen asked

"surprisingly I think it's even better than my old one" Ben said as he flexed his new arm which looked exactly the same as the old one.

"I still don't get why you didn't have them install any weapons in your new arm" Kevin said

"because my super strength and the Ultimatrix are all I need" Ben stated

"yeah but still"

"besides what would I need a blaster for when the gadgets in my fingers are just as useful"

"oh yeah a lighter (thumb), a universal key (index finger), a pen (middle finger) a healing laser (ring finger), and a taser (little finger) are so much better than a weapon that can take out a whole army with one shot" Ben responded by jabbing Kevin in the side with his taser making him leap out of his seat

"oh yeah it really is so much better"

Ship then leapt out of Ben's lap and into Gwen's sensing a fight about to break out "cut it out you two" Gwen said as Kevin got Ben in a headlock

they broke up as Gwen changed the channel showing a picture of Earth "the aliens are already among us" a distorted voice started before a clip of Wildmutt appeared, the three heroes eyes widened with Ben and Gwen's mouths slowly opening as a clip of Swampfire appeared "strange creatures with unbelievable powers, aliens are real, but that isn't the amazing part. This is. All of the creatures you've just seen are actually alter egos of one man. His name is Ben Tennyson" the voice said as multiple clips and pictures of Ben's aliens appeared on the screen with the final picture being that of Ben leaving Burger shack holding a bag of chilli cheese fries and a red highlighted circle around the Omnitrix on his cybernetic arm

"oh crap" Ben groaned out.

2 days later

Ben was steamed, for 2 days straight he had seen nothing on TV but him as one of his aliens causing destruction in some kind of form and the paparazzi hadn't been any better they were like a swarm of locusts eating away at his life. Looking through the wall with his cybernetic eyes x-ray vision he could see the reporters still on his families front lawn "okay that's it I'm putting a stop to this" he said as he got up off the couch with Ship jumping up on his shoulder.

As soon as he opened the front door he was blinded by bright lights with reporters asking him random questions "do you have a statement?" one of them asked "yeah I do" he then looked at Ship

"Ship, battle armour"

"Ship" Ship then turned into it's battle armour form while Ben activated his Ultimatrix and selected the right alien before turning into

"Eye Guy! Destroy every camera!" he said and he and Ship fired weak lasers at nearly every camera causing the paparazzi to quickly leave once they were gone Eye Guy and Ship high fived before they both turned back to normal. Ben picked up Ship and placed it on his shoulder "come on little guy lets go to Undertown, lord knows I'm not going to get any peace up here" he said he then closed his front door and used his teleporter to get down to Undertown.

He arrived in the center of Undertown and looked around as usual aliens were buzzing about selling/buying things, a young Kineceleran came up to him surprisingly holding a picture of him smiling "are you Ben Tennyson?" she asked excitedly

"yes I am"

"can I have your autograph please?!" she asked bouncing up and down

"sure" he then stuck up his middle finger and the tip of it opened up and a pen popped out he then wrote 'Ben 10' on it and handed it back to her she squealed in joy and disappeared in a blur "that was odd" he said before heaps of aliens began asking for pictures and autograph's as well as the younger kids asking to pet Ship, which Ship enjoyed. Ben had to admit that he preferred this type of attention than most of the negative attention he was receiving 'upstairs'. By the time everyone had cleared out Ben realised that 2 hours had passed "wow time flies when you're pleasing the public" he said as Ship climbed up on him "come on little fella, lets go to the Black Hole, maybe Barking can tell me why the sudden rise of interest in me" he said and the two headed towards the Black Hole.

It took Ben 4 times longer than usual to reach the Black Hole due to people still asking him for autographs and pictures, when he finally arrived he saw the place was pretty full but luckily his favourite spot was still empty. Sitting down at the bar Barking quickly came up to him "ah Ben Tennyson, my favourite customer the usual for you and your pet" he asked

"you know it" Ben said happily and Barking walked off. He came back shortly with two large cups one filled with Grats and the other filled with green plasma, Ben payed for the drinks and began drinking while Ship made a straw-like appendage extend from its face into its cup.

When Ben was half way through his first cup he motioned for Barking "what's up Ben?"

"I was just wondering what's with the sudden interest in me down here?" he asked

"well two reasons actually one would be that nearly everyone here just learned recently that you stopped the Highbreed invasion and the other would be that you are a hero on Earth"

"but I stopped the Highbreed months ago"

"well Earth is a bit more isolated so we just recently got the news"

"well that explains it, I thought it would have been the fact that I killed Vilgax" he said which made the whole bar go silent

"you killed the Space Demon Vilgax?" an alien next to him asked

"yep I disintegrated him with a Techadon Mark 10 Photon Bomb" Ben said quiet proudly everyone then began cheering at this

"kid by tomorrow you're going to be 10 times more famous than you currently are" the alien on the opposite side of him said while patting him on the back. Ben was now beaming at this he then chugged the rest of his Grats before ordering another one by the time he finished his third one he was about to order when a flash of pink appeared behind him turning around he saw Gwen (in her Anodite form) and Kevin

"surprise, surprise, and here we thought you were somewhere else" Kevin said

"hey guys what's up?" Ben asked

"I've been doing some research and I found out who the guy was who blabbed your secret, I was thinking we pay him a visit and give them a piece of our minds"

"sure I'd like to thank them"

"thank them, for what?"

"for making me a celebrity down here" Ben said with a huge grin "I was signing autographs and being in pictures for 2 hours"

"come on super star lets go" Gwen said, Ben picked up Ship and he walked over to his cousin and friend before they disappeared in a pink flash.

After they arrived at the right address which happened to be an apartment complex they entered and began climbing up a dimly lit staircase, when they reached the fifth floor Ben walked up to the right door and was about to knock when Kevin grabbed his hand "are you crazy we can't just..." *knock**knock* "Gwen!" Kevin exclaimed as he absorbed the metal on Ben's arm.

The door unlocked and opened slightly revealing a woman's face, she then closed the door and undid the chain before fully opening it "oh you must be friends of James...JIMMY!" she said

"I'm coming mum" a young voice said before a boy no older than 10 appeared. The boy had light-brown hair and black eyes, while he wore a green hoodie with a white 10 in a black circle on the left side while wearing a white shirt underneath as well as olive green pants

"that's the guy you were worried about?" Gwen questioned

"Ben Tennyson!" Jimmy exclaimed "I'm Jimmy Jones, great to meet you" and he happily shook Ben's cybernetic hand.

When they entered Jimmy's room they were taken back at how many pictures of Ben's aliens he had and how he linked them all to Ben "well someone's a fan of me" Ben said as he looked at the pictures

"I'm a huge fan of yours" Jimmy said

"if you're a fan then why did you blow his secret?!" Kevin demanded before he picked him up Jimmy by the front of his shirt "do you have any idea what he's been through since you blabbed"

"I-I-I"

"put him down Kevin or else" Ben said firmly Kevin rolled his eyes and dropped Jimmy on his bed Ben then walked over to the bed and sat down next to the badly shaken Jimmy "okay tell me, why did you post that video?" he asked

"well, I run a website" Jimmy started as he got up and then sat down at his computer "I collect pictures of aliens that people have taken all over the world.  
I noticed that a lot of them came from Bellwood, so I started sorting the pictures. Lots of them were wearing this symbol" he said while pointing to the Omnitrix symbol

"and you pieced together Ben's identity from the same symbol on his arm" Gwen added

"yeah. I found stories all over the internet about how you've helped people and saved the world. I just thought everybody should know how cool you are"

"Jimmy I know you meant well, but by revealing Ben's secret, you've made it harder for him to help people"

"I'm sorry. I thought you'd like the fame. You know, all the attention and money?"

"well the attention up here isn't as great as it is in Undertown" Ben said

"Undertown? Where's that?"

"it's an alien city underneath Bellwood" Ben explained

"a secret city" Gwen added with annoyance

"oops"

"it's okay I won't say anything, but could you possibly take me there?"

"as long as not one word of it goes on your website" Ben said and Jimmy nodded

"ship, ship" Ship chirped happily

"whoa, I thought that thing was just a toy!" Jimmy exclaimed

"nope he's real" Ben said as he took Ship off his shoulder and handed it to Jimmy

"wow he looks like your alien Upgrade"

"yeah long story short he's the "offspring" of a Galvanic Mechamorph, the same species Upgrade is"

"um guys I think we're getting a little sidetracked here, Jimmy why don't you show us what you've learned" Gwen said

"oh right sorry" Jimmy said before he continued "I've got pictures of a lot of your alien forms - Humongousaur, Goop, Shocksquatch and my personal favourite Rath"

"yeah I think Rath is the most amusing out of all of Ben's aliens" Kevin said casually

Ben then noticed a picture of an alien he had never seen before "where did you get this one?" he asked as he held up the picture

"I thought it was you"

"no I've never seen this guy before"

"well then it just showed up a few months ago. All of the sightings have been in Orlando. Hang on I've got some video" he said before he pulled it up. They all watched as an alien wearing some kind of red armour shot water from its hands at two soldiers knocking them away before it sprayed the camera making it go to static

"no sound?" Ben asked

"I was lucky to get the pictures. It's top secret" Jimmy explained

"any place in particular it's been sighted at the most?"

"the Cape Canaveral Air Force Station"

"then that is where we're gonna go" Ben said as he picked up Ship "I'll be back tomorrow to take you to Undertown" Ben said as he activated his teleporter Gwen and Kevin then grabbed onto his vest "Cape Canaveral Air Force Station" he said just as Jimmy grabbed his cybernetic hand again to shake it.

The four of them reappeared inside a hanger where a rocket stood in the middle "it was great having you here Mr Tennyson" Jimmy said before he realised that they weren't in his room anymore "whoa how did you do that!" he exclaimed

"ah crud, I need to take you back" Ben said before he heard "freeze!" they looked and saw that they were surrounded by 10 soldiers holding guns "well this is a warm welcome" Ben said before an explosion shook the room they all looked and saw the same alien they had seen in the video walking through a hole in the wall it just made. The soldiers then turned their full attention to the alien and began shooting at it but the bullets just bounced off of its armour, it quickly disposed of all of the guards with a blast of water each "okay guys its hero time!" Ben said Kevin absorbed the concrete floor, Gwen changed into her Anodite form, and Ben tried activating his Ultimatrix but the face just glowed yellow before it said "uncatalogued DNA detected. Function not available. Please stand by" "what the?" Ben said

"so that's the thing that lets you turn into any alien?"

"yeah it's supposed to" Ben said as he slapped his Ultimatrix again but it just said "Function not available. Please stand by"

"I think that alien is causing it not to work" Jimmy said

"hmm you might be right" Ben agreed he then looked up and saw Gwen and Kevin fighting against the alien. Kevin was smacking the alien around with his mallet shaped hands, with one solid hit to the face he sent the alien flying into a wall, as it got back up it was hit with a barrage of mana blasts courtesy of Gwen. Streams of water shot out of the smoke but Gwen easily dodged them, when the water stopped she fired a beam of mana into the smoke and pulled out the still struggling alien Gwen then swung her arm causing the alien to slam into the roof before free falling.

"hey Tennyson heads up" Kevin said as he swung his arm and hit the alien in Ben's direction only now realising that Ben hadn't transformed yet, Ben shoved Jimmy out of the way before he punched the alien in the face straight into the ground and pinned it down.

The Ultimatrix then popped out and a yellow beam wiped over the alien "Unknown DNA sample acquired. Scan complete" the Ultimatrix said before it turned green

"do you yield?" Ben asked

"I yield" the alien groaned out Gwen then made some mana cuffs that held the aliens arms behind its back, Ben then got off of its back and Gwen pinned him down with a mana ring around his waist before both she and Kevin turned back to normal.

"that was so cool" Jimmy said now barely containing himself, Ben gave Jimmy a smile, he then saw that the soldiers had now recovered and were back to having their guns pointed at them

"stand down men, they've caught the true target" a man who looked like a military general said as he walked up to them "Ben Tennyson, I've heard quite a bit about you recently, mostly negative but I know what you've truly done in the past" he then looked at the downed alien "as for you we're going to have a little talk to you about stealing" he said as two soldiers picked the alien as Gwen released the mana ring on him "would you kids mind coming along we might need some persuasion if he doesn't want to talk" the man said the three heroes nodded and they began following the man.

The man introduced himself as Colonel Rozum, and now he the 3 heroes and Jimmy were now in an interrogation room "alright alien tell me what are you doing here and why have you been stealing from us?" he demanded, the alien stayed silent.

"how about we start with a name" Ben said in a bit more of a polite manner

"I am Bivalvan" he finally said

"okay then and where do you come from?"

"I come from a small planet in what you call the Andromeda Galaxy"

"Long way from home" Kevin stated

"about my first question, why are you here?" Colonel Rozum asked, Bivalvan paused and his eyes narrowed, Rozum's hand slowly moved to his gun

"I'm sensing some hostility between you two have you met before?" Gwen asked

"I don't know the full story but a being on Earth who goes by the name Colonel Rozum is not to be trusted at all" Bivalvan stated

"well will you tell me why you're here?" Ben asked

"I was kidnapped, along with four others, by a monster named Aggregor. We managed to escape him but crashed here on your planet"

"where are the other's?" Jimmy asked

"I don't know. We were separated"

"Four aliens that aren't in the Ultimatrix, that's pretty cool"

"okay and what about all of the thefts" Kevin asked

"I was using those parts to repair the escape pod we arrived here in so that I could go home"

"I'll take you back home if you tell me where the parts you took are?" Ben said

"really? You're not lying?"

"I give you my word"

"alright there's an underwater cave just off shore everything I took is there and installed into the escape pod"

"well that's all I needed to hear, take him away" Rozum said

"what! But I told you what you wanted to know!" Bivalvan stated as the two soldiers grabbed him under his arms

"yes you did" Ben said as he locked eyes with the soldiers "so let him go or else" Ben stated as he moved over to them, the soldiers then raised a gun each at him

"back off kid" one of them said

"you think I'm scared of your little toys?" and in a blur Ben grabbed the barrels of each gun and crushed them shut. "now let him go before this gets ugly" Ben stated the two soldiers let go of Bivalvan and Gwen released the mana cuffs from him. Ben activated his teleporter "what planet do you come from?"

"I come from Orisha" Bivalvan replied

"planet Orisha" Ben said and they disappeared in a green flash.

Gwen moved Kevin and Jimmy back as Rozum stood up "alright you three have got-"

"Abeo Exorior" Gwen said a pink dome surrounded the three and they disappeared before he could finish his sentence, leaving him furious.

On Orisha

Ben, Ship and Bivalvan were now on a sandy beach having just teleported there "ah my home, thank you for bring in me back Ben Tennyson, you really are the hero you have been labelled to be, I also apologise for the thefts and the people I hurt"

"don't mention it, you okay to make it home from here?"

"yes I should be fine thank you" he said before he began walking into the water until he was completely gone from sight

Ben then activated his teleporter and said "Gwen Tennyson" and in a flash he was gone.

Back on Earth

Ben now found himself back in Jimmy's room "so I take it things got a little hairy after I left" he said casually

"yeah good thing Gwen knows a teleportation spell" Kevin said

"that was the most amazing thing that has ever happened in my life!" Jimmy exclaimed

"yes you certainly did have quite the experience of which you cannot tell another soul about" Ben said

"my lips are sealed Mr. Tennyson"

"good well we should probably get going now, I'll take you to Undertown tomorrow" Ben finished as he activated his teleporter Gwen and Kevin grabbed onto his vest and he said "home" before they disappeared in a green flash

"he is the absolute coolest" Jimmy said with a huge smile on his face.

Meanwhile

In the underwater cave a man holding a spear stood in front of the ship Bivalvan had been fixing "you can try, but no one escapes me" the man said in an eerie tone before he started searching the ship.


	8. Aggregor

Aggregor

As he had promised Ben had taken Jimmy to Undertown, to say he was amazed was an understatement, he was completely blown away, for him it was like he had died and gone to heaven as he was now seeing real live aliens of different species everywhere. "This is so cool, how long has this place been here?" he asked Ben

"about 4-5 years now" Ben replied casually as another fan came up to him asking for an autograph which he happily signed

"wow you sure are popular down here"

"yeah and my popularity has increased up there as well" and he rubbed Ship's (who was perched on his shoulder) head, Jimmy walked over to one of the stalls and began checking out all of the alien technology for sale

"wow this is all so cool" Jimmy said

"ah I see you have an eye for weapons" the stall owner (who looked like a humanoid rhino) said

"not really this is just the first time I've ever seen alien technology" Jimmy said as he eyed all of the stuff

"hey isn't most of this stuff level 5 technology?" Ben asked as he observed the hilt of a weapon before a laser sword came out which he retracted back in. The stall owner looked kind of nervous

"yes but it's really low grade level 5 technology" he said, Ben looked at the hilts, rings, and other miscellaneous things

"I'll be back in a sec" Ben stated before he activated his teleporter "Magister Patelliday" and in a flash he was gone, he returned about 20 seconds later

"alright let's see here" Patelliday said as he observed the weapons "hmm while these are level 5 type technology most of them are the safe kind and wont pose any kind of threat, however I'm going to have to confiscate all of the dangerous ones and give you a fine" Patelliday said the owner sighed as he put all of the dangerous weapons in several bags and gave them to Patelliday whom Ben took back to Plumber Headquarters.

Ben then bought Jimmy a shield ring as a souvenir for the trip "now be careful with that" Ben said

"yes sir Mr. Tennyson, thank you so much" Jimmy said.

As he looked at his new gold ring Ben's Ultimatrix started flashing "yo" Ben said as he touched it

"Ben we need your help up here, there's an alien on a rampage here and our attacks aren't doing any damage to him" Gwen said

"I'm on my way" he said before he turned to Jimmy "sorry Jimmy but duty calls"

"that's okay Mr. Tennyson" Jimmy said as Ben activated his teleporter before grabbing Jimmy's hand

"Gwen Tennyson" Ben said and in a flash they were now standing in front of her.

Ben turned around and saw the destruction and the alien in question smacking Kevin away, the two locked eyes and the aliens eyes widened "i-it's you, the monster who killed my people years ago" the alien said

"hey can you understand English?" Ben asked

"y-yes"

Ben then kneeled down "I humbly apologise for my actions against your people in the past, I was under the control of a faulty mind control device so I was not in my right state of mind during that period, I know a simple apology can't make up for my actions and even correcting those actions by bringing your people and planet back to life, but I just want you to know that I'm truly sorry" Ben said as tears started to pour out of his organic eye.

The turtle-like alien walked over to Ben and lifted him to his feet "it's okay, I believe you, a monster can't shed tears like that" he said as Ben wiped the tears away

"thank you" Ben said before he straightened himself up "I'm Ben Tennyson by the way"

"the Ben Tennyson?" Ben nodded "I had no idea how to find you, oh, great Ben Tennyson. So I thought if I went on a rampage, the famous hero of Earth would eventually show up to stop me, and here you are"

"I do have a phone number, you know"

"thank addwaitya it worked. I don't have much time, Ben Tennyson, I need your help"

"um how does Mr. Tennyson know what that alien is saying?" Jimmy asked Gwen all they could hear was the alien growling

"he has a universal translator installed in his head" Gwen replied before she, Kevin and the police tried to clear the area

"Come on people move along, there's nothing to see here" Kevin said

"why do you need my help? You can obviously handle yourself pretty well in a fight, Mister?"

"Galapagus, violence is not the way of my people" Galapagus said

Ben looked around at the destruction "could have fooled me" Ben said before Gwen used the universal translator in her Plumber badge so that they could all understand what the alien was saying

"I am not here of my own free will, but at least I was able to find the great Ben Tennyson, famed in song and story throughout the galaxy"

"seriously? They made a song about me?" Ben said in a mono tone

"why should we trust this joker? Just 'cause he's asking for help?" Kevin said

"begging, if you prefer. I'm not proud" Galapagus said

"Let's hear it" Ben said and Galapagus began telling them about how he was captured by and then escaped from Aggregor.

"...and I haven't seen any of them since" Galapagus finished

"well we've already met Bivalvan!"

"he's still here?"

"nah, he tried to fix the escape pod, but there was a little trouble" Ben said

"a little?" Kevin added

"after a bit of a rumble I took him back to his home planet, and now I'm going to take you back" Ben said

"I am profoundly grateful to you" Galapagus said

"just one more thing"

"uncatalogued DNA detected" the Ultimatrix said before a yellow light came out and wiped over Galapagus "unknown DNA sample acquired.  
Scan complete"

"sweet" Ben said before activating his teleporter he then grabbed Galapagus's flipper and said "planet Aldabra" he said and in a flash of green they were gone.

Meanwhile

Up above the street Aggregor could be seen standing on the edge of a building watching the scene "that's what must have happened with Bivalvan, that boy is taking them back to their home worlds, I must find the other three other wise I'll have to start all over again he then clutched his spear tightly and walked off to continue his search.

On Aldabra

"I don't know how I could possibly thank you enough for taking me back" Galapagus said as he looked around to see that he was back home

"don't mention it, I'm a hero, it's what I do"

"I shall spread word about how you were under mind control as a child and had no control over your actions and that you brought me home"

"thank you, take care now" Ben said Galapagus nodded and then hovered off. Ben looked around at the grassy plains and took a deep breath and exhaled "ah don't get air this fresh in Bellwood" he said happily before he activated his teleporter and said "Gwen Tennyson" before he disappeared.

Back on Earth

Ben reappeared in front of Gwen "so Galapagus happy to be home" she asked

"yeah he was" Ben replied

"do you think we should use your teleporter to find the other's before this Aggregor does?" Kevin asked

"yeah that would be a good idea and then we can have a word with Aggregor" Ben said before turning to Jimmy "sorry but I'm afraid I'll have to take you back home it might get a bit dangerous and I wouldn't be able to forgive myself if my number 1 fan got hurt" Ben said

"that's okay Mr. Tennyson I had a great time in Undertown and the ring you bought me is awesome" Jimmy said he then twisted the ring and was immediately covered from head to toe by a yellow glowing translucent armour, he then deactivated it and grabbed onto Ben's hand and in a flash they both disappeared.

Ben returned about a minute later "okay you guys ready?" Ben asked Gwen and Kevin nodded and grabbed onto his vest while Ben activated his teleporter "okay alien refugee, P'andor" Ben said and in a flash they disappeared

Within half an hour Ben had found and returned P'andor, Andreas, and Ra'ad back to their home worlds as well as scanned them for their DNA which was added to his Ultimatrix "well now that we've returned those guys back to their home worlds I say we pay this Aggregor a visit and haul his butt to prison" Ben said, Kevin, Gwen and Ship fully agreed as Ben activated his teleporter once again and with the word "Aggregor" they disappeared in a flash of light and then they reappeared in front of their objective.

Aggregor was surprised at first as they appeared in front of him and then scowled as he stood up "so it's you, the little runt who's been taking my prizes away from me" he said angrily

"yeah and we're here to arrest you for kidnapping and the murder of a Magister" Ben said

"oh, so you know about what I did to that rule obsessive Plumber"

"yeah Galapagus told us"

"so you can ether come with us peacefully or this can get real ugly real fast, your choice" Gwen said

"I prefer the latter, Aggrebots Attack!" Aggregor ordered suddenly heaps of robotic foot soldiers came charging into the room and as well as dropped from the ceiling

"*sigh* why can't these things ever be easy" Ben said before he activated his Ultimatrix "let's see how you like a little..." slams hand down on the Ultimatrix "Water Hazard! Awe I was going for Swampfire, oh well" Ben said and he began firing short bursts of water that pierced through the Aggrebots chests causing them to fall limply to the ground, Gwen changed into her Anodite form and began and began encasing groups of Aggrebots in balls of mana before compacting them into balls the size of baseballs, Kevin absorbed the ground and began smashing their heads off, and Ship turned into his battle armour form and began blasting multiple holes through Aggrebots bodies.

Aggregor watched in shock as the three kids and a Galvanic Mechamorph eliminated his robotic soldiers like they were nothing, but what got his interest was the fact that the child known as Ben Tennyson could turn into one of the aliens he had previously held captive 'does this mean that the child can turn into the rest of them' he thought to himself before a smirk came to his face "only one way to find out" he muttered, he then ran at Water Hazard and grabbed his Ultimatrix symbol before he began trying to absorb it

"what are you?!" Water Hazard started before he was blinded by a bright light. Before his eyes could readjust he was hit hard in the side and sent crashing into the bulkhead leaving a dent in it from the impact, when he looked up his eyes widened as he looked at Aggregor's new form.

His hair and facial structure looked the same only his skin was now green, the horns on his head were now magenta crystals, he had P'andor's faceplate around his neck, Humungousaur's torso with Shocksquatch's colour scheme, four arms (top right was a crystalline version of Andreas arm with Diamondhead's hand, bottom right was a white and blue version of Brainstorm's arm, top left was a black and blue furred version of Frankenstrike's arm, and the bottom left was a bandaged version of Swampfire's arm), both legs were black and blue versions of Jetray's legs, and he was wearing torn up versions of his original pants.

"the power of this form is amazing" Aggregor stated in awe "it's the perfect form to allow me to obtain the ultimate prize"

"oh yeah well we're not going to allow you to get it" Kevin said as he swung his hammer shaped hand at Aggregor's head, but with lightning fast reflexes he caught it and slammed Kevin down to the ground, he then stomped on Kevin's back and kicked him in the side and sending Kevin crashing into the bulkhead leaving a dent in it

he then saw a flash of green in the corner of his eye "Swampfire!" he turned and was punched square in the face by a Methanosian causing him to skid back a few feet. Swampfire then put his hands on Aggregor's chest and shot out two streams of fire from his palms engulfing him in flames. Kevin deciding to take his second crack at Aggregor and ran forward before leaping up in the air, he then put his hands together which formed a huge hammer, but just as he was about to smash Aggregor's head in he became intangible and Kevin was sent tumbling back from the force of the flames. As soon as Swampfire stopped his attack Aggregor made himself tangible again and encased Swampfire's body (except for his head) in ice using his ice breath before shattering his body with one punch "okay now I'm mad" Swampfire said as his hand began to melt the ice around them. Ship growled before it activated every weapon it had and began firing them straight at Aggregor, Aggregor quickly formed a crystal shield and blocked Ship's assault with it, but due to the shield being only a tenth as strong as it would normally be it started to crack and chip. Gwen raised her glowing hand at Aggregor (who was facing away from her) and fired a barrage of tiny bit extremely powerful mana balls from her finger tips right at his back, the shield then shattered and he was bombarded by lasers and mana blasts. Smoke started to fill the bridge as the lasers and mana collided with each other, soon the smoke was so thick that they could hardly see a thing which forced Gwen and Ship to stop.

As they all waited for the smoke to clear Aggregor silently rose up out of the floor behind Gwen and using the combined strength Four Arms and Diamondhead along with the electric powers of Frankenstrike and Shocksquatch, his lower arms wrapped around Gwen and his upper arms punched her on both sides of the head while electricity coursed throughout her body. The others heard Gwen cry out in pain, ignoring any common sense they all charged blindly into the smoke to find Gwen, Ship was the first to reach her and saw that she was now temporarily paralysed. Hearing a gagging noise Ship scanned in the direction it had come from and saw Kevin bent over while holding his stomach with Aggregor raising what looked like a mace "SHIP!" Ship called out before Aggregor brought it down on Kevin's head, dropping him like a wet towel. Ship left Gwen and charged at Aggregor only to go right through him "ship?" it said as the smoke finally cleared. Looking down at Kevin it saw blood mixing with his dark hair, Ship's right hand began glowing and it put it over the bleeding spot on Kevin's head and began trying to heal the spot, without the healing laser in Ben's hand Ship only had a limited healing ability so all it was able to do was seal up the gash with a scab. Once the bleeding stopped Ship turned around and saw that Ben was now back to normal and was trying to fight Aggregor, he was able to hold his own a bit but with Aggregor now having all of the abilities of his alien's Ben was starting to lose. Aggregor then grabbed Ben roughly by the head with his crystalline arm while his white and blue version of Brainstorm's arm clamped around Ben's waist, Ben then began yelling in agony as electricity began coursing through his body "BEN!" Ship cried out before he shot towards Aggregor and socked him hard in the side of the head sending him flying across the bridge and crashing into the bulkhead "Ben?" Ship asked

Ben managed to form a smile through the unbearable pain he was in "you said my name, good...boooy" Ben said before he passed out

"Ben? Ben!" Ship chirped out but Ben just lay still in his arms, doing a scan it could see that Ben was alive but needed help along with Gwen and Kevin.

"That my friend, was the biggest mistake you'll ever make" Aggregor said as he walked over to Ship while his body began sparking with electricity, Ship stood up and looked directly at the monster who had hurt his friends and growled "awe do you have a problem with what I've done to your friends?" he asked in a taunting tone "don't worry you'll soon be joining them" Ship's left hand then formed into a laser and began to glow, Aggregor stopped at this and sneered "by all means fire when ready" Ship then pointed it's laser at Ben and fired, Ben was now encased in a glowing green dome, Ship then did the same thing to Gwen and Kevin encasing them in a glowing green dome each. "What are you up to?" Aggregor asked Ship then crossed its arms in front of itself and growled as its green lines began glowing brighter and brighter until Aggregor had to shield his eyes with a loud ear piercing screech an energy wave erupted from Ship causing the entire ship to blow to kingdom come.

Now floating amongst the wreckage of Aggregor's ship were three glowing spheres, one contained Ben, another contained Kevin and the last contained Gwen, Gwen had been the only one awake to witness what had happened, finally finding the ability to move again she sat up in the dome and looked around her. All she could see was Ben and Kevin also in spheres and the wreckage of Aggregor's ship "Ship don't tell me you blew yourself up" she said quietly, she then gave a sigh of relief as she saw Ship start to reform in front of her. Once Ship was back to normal it changed into its armour form again, its left hand began to glow before beams shot out of three of its fingers and connected to the spheres and retracted them back. The three spheres then merged into one large one before Ship entered it and turned back to normal "good boy Ship" Gwen said as she patted it on the head "I'll handle the rest" she said, turning into her Anodite form again she teleported them all back to Plumber HQ.

When they arrived back at Plumber HQ they were all immediately taken to the medical bay to get checked out, thanks to Ship absorbing a healing laser that the nurse had been using it was able to fully heal Kevin and Ben both of whom were still unconscious. While Ben and Kevin remained unconscious Gwen gave a report on the events that had occurred and Max had sent up two probes to scan the wreckage of Aggregor's ship to see if there was anything remaining of him, fortunately the probes hadn't detected anything but debris, they concluded that Aggregor had been disintegrated by Ship's attack.

When Ben and Kevin came to Gwen informed them "well that's one bad guy we don't have to worry about anymore" Kevin said Ben still had an unsure look "what's up Ben?" Kevin asked

"I don't know, that all just seemed too easy, I mean he absorbed all of my aliens and yet he was destroyed by a simple explosion" Ben replied. Gwen then put a hand on Ben's shoulder

"Ben, we searched through the wreckage, there wasn't a shred left of him, I'm pretty sure he's gone for good" she said

"yeah you're probably right" Ben said with a smile while he held Ship in his arms.

However amongst the wreckage of what used to be Aggregor's ship small green blobs of goo began moving towards each other and combined together to make a bigger blob that formed a smirking face...


	9. Prison Break

Prison Break

Several days had passed since the Aggregor incident and Ben was now in Undertown with Ship looking for some answers, he had been slightly troubled by the incident he had had with Bivalvan involving Colonel Rozum during the interrogation Bivalvan had said "a being on Earth who goes by the name Colonel Rozum is not to be trusted at all" "I wonder what he meant by that?" Ben said to himself as he walked through the streets asking the occasional citizen or non-busy stall owner but no one seemed to know him at all "maybe Barking or someone at the Black Hole will know about him" Ben said as he headed towards the bar in question. When he arrived he saw that it was full of different species of aliens "attention everyone!" he called out getting all of their attention "I'm looking for any kind of information on a Colonel Rozum, does anyone have any information?" Ben asked

"what kind of info you looking for?" an alien that looked like a humanoid cheetah asked

"I heard from an Orishan that he is not to be trusted, does anyone know as to why that is?"

"they say that he's the warden of a secret alien prison here on this planet"

"really? and has there ever been any specific location to this alien prison?"

"I think it was called area 51" the humanoid cheetah said while looking around the bar getting nods

"thanks for the info" Ben said as he activated his teleporter "Area 51 alien prison" Ben said and in a flash he disappeared.

When Ben reappeared his smile vanished and was replaced with a look of pure shock, all around him were hundreds of aliens from hundreds of different species all locked in rows upon rows of electric barred cells that were barely big enough for them. The only thing that they had in their cells were a bowel of water and a toilet no beds or anything else, the aliens closest to him looked neglected and weak "my god this is inhumane"

"how did you get in here?" a weak voice asked, he turned and saw a thin yellow version of Swampfire

"I teleported in here, don't worry I'll get the Plumber's and they'll get you out of here" Ben said, he then activated his teleporter and said "Plumber Headquarters"...but nothing happened he tried again but still nothing happened

"sorry kid the whole inside of this base prevents teleportation through technology" a very thin Galvan said

"so you mean I'm stuck here"

"bingo" the Galvan replied

"why can't you just bust out of your cages?" Ben asked

"tsk you think we haven't tried that kid, our powers are nullified in these cages and the bars shock us" the Swampfire alien said

"how long have you been down here?"

"don't know you can't really keep track of time down here" the Galvan said

"why are you all locked up down here?"

"the answer to that is obvious kid it's because humans are so dumb they think that every alien that comes to this orbiting mud ball is immediately a threat to their planet and when an alien is captured they bring them here, every once in a while they take an alien from here and we never see them again" the Galvan said

Ben had a pretty good idea about what they did with the aliens "I don't care if I get in trouble for this but I'm saving you all" Ben said before he scanned the area with his cybernetic eye and found what he was looking for at the very end of the path was the device that controlled all of the cells.

Running up to it he saw that he needed a number combination in order to gain access to the cages "Ship I believe that I'll be needing your expertise in this" Ben said as he grabbed Ship off of his shoulder and held him up to the pad. Ship moved its head forward and it merged with the pad, after about a minute a ding was heard and the bars on the cells surprisingly vanished, thankfully no alarms went off "okay Ship time to upgrade my healing laser" Ben said "ship" it said before it fused with his arm and morphed his hand into a laser he then shot it at the closest alien which happened to be another Methanosian who was in even worse shape than the one before.

He watched as the alien swelled up and their natural green colour returned "wow, I feel great" she said as she stood up

"awesome, okay Ship spread it to my other arm, we've got 775 aliens to heal" Ship did what Ben said and once his other arm was covered he stuck both arms out to the sides and fired continuous beams as he flew down the aisle. It took him 2 minutes of flying to restore everyone back to perfect health again, now all of the aliens were out of their cells with most of them stretching, Ben landed at the entrance to the cell block and began to address all of the aliens "okay everyone first up my name is Ben Tennyson and second yes I'm freeing you all from this hellhole" making the aliens cheer, Ben then held up his hands gesturing for silence "but if we are to escape we have to work as a team in this" all of the aliens were at his full attention "okay first I'm going to have to need all of the armoured or very durable aliens to come forward" a total of 94 aliens came forward Ben then divided them in half so 47 would be at the front and the other 47 would bring up the rear they were going to be the protection for the ones in the middle "okay as for the smaller aliens to prevent you from being trampled I'd like you to get the nearest tallest being to pick you up and hold you" he watched as multiple aliens picked up the smaller ones "perfect, Ship, armour time"

"ship, ship" it chirped as it remerged with Ben's cybernetic arm and then spread across his torso and other arm, Ben then used his eye to scan the whole base to find the right way out

"got it, now let's make some noise" Ben said he then turned into Diamondhead and he punched the door making it bust off, looking out he saw two shocked armed soldiers, Diamondhead took them out with one hit each "lets go!" he shouted and the aliens cheered as they raced out of their prison which was followed by alarms going off.

Meanwhile

Colonel Rozum had been surprised when the alarm started going off, he pressed a button on his intercom which made a direct link to the security room "why in the world did you sound the alarm for?!" he demanded

"all of the aliens broke free and now they're running through the base" one of the security officers replied

"dear god" he muttered before he pressed another button on his intercom "attention all personal, the alien prisoners have escaped, evacuate to the top as fast as you can while also activating projects 1 to 5" he announced, soldiers all over the base started arming themselves to the teeth as they got ready to stop or kill the alien prisoners. Rozum scowled "I will not let those freaks leave this base" he said as he got up it was time to test what he and his top scientists had been working on for the last 50 years "even if they manage to make it through the 5 levels then they'll be in for one heck of a surprise when they get to the top" he said and he began heading towards the security room to watch the alien's get picked apart.

Back with Ben

As Diamondhead and the prisoners turned a corner to the hall that lead to the stairs they were shocked to see 5 different coloured armoured humanoid robots "stop!" Diamondhead called out making everyone come to a halt. The red ones fingers turned into swords, the blue ones hands began to glow blue and spark with electricity, the orange one morphed and turned into a bigger bulkier version of itself, the green one disappeared, and the pink one got into a fighting pose. "Ooo this looks like it's gonna be fun" Diamondhead said he then ordered the ones at the front to attack if the robots managed to get past him, the red one was the first to attack as it ran forward and swing at Diamondhead, but he merely put his hands up and caught the swords in both hands before kicking the robot in the chest causing it's arms to break off. As it stumbled back Diamondhead threw one arm at it making the swords penetrate it's head causing it to fall down limply, then using the other arm he shoved it back, hitting something in the process. Sparks appeared followed by the green one flickering into sight, Diamondhead then brought the arm up with the swords slicing up the green one, he then had two glowing blue hands thrust into his chest "sorry buddy but diamond don't conduct electricity" then using both hands he smashed the robots head flatter than a pancake which caused it to drop like a fly. Diamondhead then put up both hands and blocked the orange ones giant fists "I think it's time for an upgrade Ship, how about we toss Four Arms into the mix" "ship, ship" it chirped and in a flash he turned into a crimson red four armed version of Diamondhead with Four Arm's feet "Diamond Arms!" he shouted, holding onto the orange ones hands with his upper arms he formed his lower arms into spikes and began rapidly piercing holes in its torso before turning its lower arms into blades and sliced it into pieces which fell to the floor.

Diamond Arms then looked at the pink one that was surprisingly shaking "so ready to join your comrades?" he asked before it turned around and bolted up the stairs "interesting, I didn't know robot could experience fear" he said before he turned back into Ben "let's go" and they all headed up the stairs to level four.

Meanwhile

Having watched the mini rumble Rozum was shocked at two things, one that their Advanced Droids had been beaten so easily and two the leader of the escape was none other than the famous Ben Tennyson "I'll make sure he never see's the light of day again for this" he swore under his breath angrily.

Back with Ben

When they reached the 4th floor Ben turned to the right and continued following the hall, using his scanner he could see the turns they had to make in order to get to the stairs that lead to level 3 "this way" he said and he ran down the hall with the others following closely behind him. Suddenly vines began bursting out of the roof, walls, and floor ensnaring most of the aliens, Ben and the stronger aliens at the front and back managed to break free of the vines "Swampfire Ship!" Ben said and in a flash he became "what the?" he had Swampfire's body only now he had one eye, flytrap-like flaps on his shoulders, what was black was now dark green, and had glowing red pods on his back, realising what Ship had done he grinned "Wildfire to the rescue" he said before he stuck out his hand, instantly the plants stopped moving and then released their captives before retracting back to where they came from "everyone okay?" he asked getting chorus's of yes's "okay let's go" he said, as they made their way through the halls they encountered more mutated plants but with mere waves of his hand they moved aside and allowed Ben and the escapees to pass through without any hassle.

By the time they were halfway up the stairs leading to level 3 Ship couldn't hold the transformation any longer and in a flash Ben was back to normal and Ship fell into his arms "good boy Ship good boy" Ben said and they continued up the steps. When they reached the top Ben did another scan and while he did find a way out he was absolutely shocked at what he saw "what's the matter?" the closest alien asked

"I just found out what they do with all of the alien's they take from down there" Ben said and before they could ask their answer came to them as a group of aliens that were stitched up together in a manner that they resembled the Frankenstein monster came walking up to them. Ben could see that they were all a chimera-like, made up of different parts of different aliens with all of them having glowing red eyes

"what the heck are those things?"

"they are what we human's call monstrosities or if you prefer Zombies" Ben said as he scanned them, unsurprisingly they were all made up of at least 10 different aliens.

The lead one went to attack Ben but with one solid punch to the face he sent it's head flying off and into the arms of a zombie behind it "hey hey quickly put my head back on my body!" the head the head exclaimed as a glowing red goo gushed out of its neck "sure" the zombie said he then put the zombie's head back on the neck and strings came out reconnecting the two. Realising that these zombies weren't like the ones he'd seen on TV he cleared his throat getting their attention "hey will we turn into zombies if you bite us?" Ben asked, the zombie's looked at each other before turning back to Ben "no, what the glignar gave you that idea?" another one of the zombies asked "oh nothing really" Ben said before looking at Ship "Ship, sword" he said Ship then turned into a long sword and with a quick swing Ben made a huge gash in the zombie's torso the same red goo gushed out before the zombie fell to its knees and then face planted with its glowing red eyes faded to black, Ben turned to the alien's beside him "if any of you have any blades or long claws please use them" he said and then he and two other aliens began to make huge gashes or sliced the zombies in half as they continued heading towards the stairs that lead to level 2.

After walking through some double doors they entered a large circular room about the size of a football field doors then opened and hordes of zombie aliens came marching out, Ben scowled while the zombies could be beaten they'd most likely become over powered due to the amount of them just pull. Ben then got an idea "Ship, armour and speed" Ben said "ship, ship" it chirped before it covered Ben in armour, the fingers of his now armoured hands turned into long swords "stay back and protect the weaker ones" Ben ordered and shot forward, a slicing sound was heard and Ben appeared behind a group of zombies "gaahh" the zombies yelled as they were all knocked off their feet with the same glowing red goo gushing out of the long deep gashes on their chests. when they hit the ground the glowing on their eyes faded away and they remained perfectly still "awesome" Ben said and he began hacking and slashing at all of the zombies, even though they watched their comrades getting "killed" the zombie's still kept attacking Ben until the floor was covered in corpses and red goo. "phew that was a bit of a workout" he said and the escapees who had seen what had happened began cheering, unfortunately the cheering was cut short as a wall began sliding up revealing a large room behind it the ground then shook as a huge zombie alien emerged from the room.

Unlike the other zombie aliens they had encountered this one was easily two stories tall, his skin while stitched up like the other zombies was blood red instead of being patches of different colours, his torso resembled that of Humungousaur, his arms resembled Popeye's with his barrel sized fists having razor sharp claws, he had a skull-like face with razor sharp steel teeth, two long horns that came out of the sides of his head and pointed up, he had three toed lizard like feet, and he had one cybernetic eye and the other was black with a glowing red ring in the middle. "awe man" Ben said as he and the zombie locked eyes

the speaker then crackled into life "give up now Tennyson, you may have been able to beat our droids, mutant plants, and zombies but not even you can beat Z-1, he's a mutated zombie which we've been modifying for years to turn into the ultimate weapon that no amount of force can beat, so give up now Tennyson and we won't have him use you as a practice dummy" Rozum said over the speaker Ben looked and saw a camera above he then gave it the finger

"my only answer to that is, prepare to cry" he said before looking at the armour on his body "ready to make a giant fall?" Ben asked

"ship, ship" Ship chirped, Ben then shot towards Z-1 and disappeared a slicing sound was heard again and Ben appeared behind him, Z-1 groaned and stumbled back a bit as ten red lines appeared on it's chest in an X shape while a glowing red goo oozed out of the cut's. Ben turned around to look at Z-1 "it seems you're a bit more sturdier than the other's" Ben said before he just barely managed to block a punch but the force from it sent him skidding back "whoa you're a lot faster and stronger too" the swords then retracted and Ben leapt to the side to avoid another punch he then kicked Z-1's fist making his arm swing back Ben then jumped forward and punched Z-1 hard in the chest making him stumble back. Ben went to punch again but this time Z-1 grabbed him and slammed him onto the floor making it crack he then reared his arm back and punched down on Ben so hard that Ben was sent right back down into level 4

"ha ha ha me beat stupid boy" Z-1 said before he looked at the now petrified escapees "maybe me should beat you all now" he said as he reared an arm back only for it to stop "huh?" he looked at his arm and saw that a huge green vine had wrapped itself around his arm preventing it from moving "hey what this thing?" he asked as more vines came out of the floor and started wrapping around his limbs and tightened, then a huge Venus flytrap with Wildfire on top of it burst out of the floor

"there's your dinner boy" Wildfire said while pointing at Z-1 before jumping off, the flytrap then clamped it's mouth down on most of Z-1's upper body before it and the vines pulled him down into level 4 while Wildfire used his chlorokinesis abilities to get the vines that weren't busy with Z-1 to link together over the holes to allow the escapees to walk across them

"do you think those plant's can kill that monster?" an Orishan asked

"if they can't they can at least hold him off" Wildfire said as they left the room and continued down the hall. As they encountered more zombies Wildfire just used his chlorokinesis abilities again and had the vines drag the zombies down to their doom, by the time they reached the stairs leading to level 2 Wildfire turned back to normal followed by Ship who now had its arms wrapped around Ben's neck.

When they reached level 2 "ah shit" Ben said in an annoyed tone he saw floating black balls covered in spinning blades "I know just the guy for this" Ben said he then activated his Ultimatrix and selected the right alien and pressed down on it turning into "Eye Guy!" he shouted before he began firing lasers from his eyes that blew up all the bladed balls in his sight

"you handle the ones ahead we'll handle the ones to the sides" the Orishan said as he and a Pyronite (Heatblast's species) took the left while a Polar Manzardills (Arctiguana's species) and a Basalt (Rocks species) took the right. All of Eye Guy's eye's moved to the front of his body and he continued blasting the bladed balls, it took a while but soon they had all been destroyed, Ben then turned into Lodestar and used his magnetic abilities to propel the remains of the bladed balls

"great work guys" Lodestar said before turning back to Ben "now lets go" Ben said and they all began heading towards the stairs that lead to level 1. They had encountered several more bladed balls but with the efforts of Ship and the four aliens that had helped him they were easily destroyed, soon they reached level 1 and all of the escapee's spirits had gone through the roof, 1 more level and then they'd all be free. Unfortunately as soon as Ben set foot on level 1 purple smoke started pouring out of the vents and began flowing towards them Ben looked at his Ultimatrix and saw it turn green he then quickly selected the right alien and pressed down on it "Terraspin!" he said before he blew away the incoming smoke. "Ship make a strong barrier in front of you and everyone else" he ordered Ship nodded and put up a light green barrier around the entrance to level 1, Terraspin stopped spinning and touched the Ultimatrix symbol on it's chest turning into Heatblast "I have a slight feeling that this is going to hurt" he said as the smoke flowed over to him before he flared up igniting the smoke which turned out to be a highly poisonous gas.

There was a colossal explosion as all of the gas throughout level 1 as well as the supplier of the gas ignited which shook the whole base violently and sent a huge stream of fire bursting out of the exit to level one. If it wasn't for the fact that the base was so well built it would have blown the entire top off, turning into a huge fan Ship let down the shield and blew all of the smoke out of level one. Once the smoke had cleared they could all see Heatblast lying on the ground groaning "I was right, it hurt" he said before turning back to normal, the Orishan then sprayed Ben and the floor with water cooling them both down, Ship and a few of the other aliens gathered around Ben who's clothes had now been burnt off and his skin was now covered in first and second degree burns "man that was too hot even for Heatblast" he said

"Ben, can you move?" one of the aliens asked, Ben sat up but moving any part of his organic side hurt like hell "kinda" Ben replied, seeing that his owner and friend was in pain Ship merged with Ben's arm and upgraded his healing laser again before zapping, Ben curing him of his burns "ah much better" he said as he stood up before turning to the Orishan "could you take the lead for a bit and use your water to cool the ground and walls for everyone?" Ben said

"of coarse" he replied and he used his water to cool down the boiling hot walls and floors because of this they had to walk instead of running like they had before. When they arrived at the exit to level 1 Ben took the lead again and used his X-ray vision, he could see that the explosion had also done a lot of damage to the hanger above them as well as taken out a lot of weapons that were in there but from what he could see the hanger was empty of all guards.

Turning around Ben addressed all of the aliens "okay everyone the hanger above us is empty which means that they're most likely all outside waiting for us, once we get into the hanger I'll figure out a plan for all of us out of there" Ben said getting affirmatives from everyone before they all headed up the stairs. Once all 775 aliens were up in the huge hanger above Ben started to get an idea but he needed a genius's opinion on it so he got the Galvan that he had met earlier go give him his opinion

"simple, yet a good plan, the only problem is you need to be at least 300 meters away from this hanger in order for that to work" the Galvan replied

"what if I used this guy?" Ben said as he showed the Galvan the hologram of an alien that appeared on his Ultimatrix

"yes that would do it"

"cool, now" Ben was cut off as he heard a buzzing inside his head, pressing the dial on the side of his head he spoke "hello?"

"Ben where are you I've been trying to contact you for ages" Max asked

"no time to chat Grandpa just have as many Plumber's and transportation as you can ready on the outskirts of Bellwood" Ben replied and he hung up using his x-ray vision again he saw that all of the soldiers at the base were holding guns and were ready to fire at a moment's notice while planes, tanks, and jeeps with machine guns were also ready to fire "okay all durable and armoured aliens come forward" he said and the 94 aliens that had been protecting the huge mass of aliens came forward "okay you guys are going to go out first and provide protection, then Ship and I will come out (he gave Ship his teleporter which it then absorbed) and I'll turn into Lodestar and repel other projectiles while Ship will upgrade my teleporter to make a huge portal that'll allow everyone to go through and once the last of you exit the hanger then you guys follow, is that all understood?" Ben asked in a serious tone, everyone nodded "good, now lets go!" Ben said everyone cheered and then began heading towards the hanger doors.

Ben turned into Lodestar and used his magnetic powers to open up the doors even more before the armoured aliens went out first and made a defensive wall for about the first 50 meters, Ship then turned into its armoured form now with a huge laser cannon mounted on its right forearm and ran forward, the soldiers were opening fire on the aliens and Ship but the bullets just bounced off of them. Once Ship had reached the 300 meter mark it raised its arm with the laser cannon on it and fired causing a massive swirling vortex to appear Lodestar then came out and put up a huge magnetic field that stopped all bullets and rockets in their tracks, the rest of the aliens began charging out of the hanger with no intention of stopping until they had reached the portal. No matter how much or what they fired at the aliens nothing was hitting them, Rozum was now almost tearing his hair out in frustration, all of these years of capturing aliens only to have all of them escape in one go, this was not going to look good on his record.

Meanwhile

On the outskirts of Bellwood Max and nearly every Plumber at HQ had arrived just in time to see a huge vortex appear "Ben what are you up to now?" Max asked as the armoured vehicle he was in came to a stop. As the Plumber's got out of the vehicle's or crafts they had arrived in they were left shocked as a mass of cheering aliens varying in species came charging out of the vortex "yep this seems like something Ben would do" Max said as the aliens kept coming through.

Back at Area 51

Lodestar watched as the last of the aliens exited the hanger and the armoured aliens followed after them, he then began moving along slowly until they had passed him and sped up, as the last of the aliens went through the portal it was now just him and Ship, Ship waved for Lodestar to follow but just as he was half way there a huge red fist burst out of the ground in front of him, both he and Ship were in shock as Z-1 tore and pulled himself out of the ground. Lodestar stumbled back at this as Z-1 glared down at him "hey you guy who made those things attack Z-1" he said as he glared at Lodestar who turned back into Ben

"oh snap"

"now you back to normal, me keep beating you" Z-1 said and he threw a punch which Ben was barely able to avoid, he then ran through Z-1's legs, leapt over the hole and ran towards Ship "oh no you don't" Z-1 stated as he turned around and headed towards the portal. Ben and Ship held hands and they ran through the portal and appeared in Bellwood outskirts, the two let hands go and turned around in union "close it!" Ben shouted Ship raised its arm and fired at the portal just as the hulking mass that was Z-1 came through.

"What in the world is that!" Max exclaimed, Ben and Ship then gave Z-1 a double uppercut followed by a kick to the chest that made him stumble back a few steps

"Ship you hold him off as best you can and I'll tell Grandpa the situation so we can get everyone here to safety" Ben said, Ship nodded and began firing lasers at Z-1 while Ben flew over to Max

"Ben what exactly is going on here and what is that thing?" Max asked

"abridged version, these are aliens that have been kept in an illegal prison under area 51 I broke them all out (points to Z-1) that is a alien zombie and you need to get everyone out of here because this thing ain't going down without a fight" Ben said before he flew back to help Ship. Max quickly began giving orders to have all of the aliens taken back to Plumber HQ to hopefully get a full story on what had happened and what Ben meant.

"Alright big guy lets see how you like (selects alien and presses down) Humungousaur!"

"you change again but me still bigger than you" Z-1 said still being over double Humungousaur's size and height

"oh yeah?" Humungousaur said before he got bigger and bigger until he was now twice as big as Z-1 putting him at 60 feet tall "so how does it feel to be the small one now?" Humungousaur asked

"huh, big deal me do that too"

"...what"

Z-1 responded by growing the same as Humungousaur, as he grew the muscles on his chest and stomach bulked up more and 3 blades emerged from each wrist, he kept growing until he peaked at 150 feet "well the army must have had a lot of free time on their hands" Humungousaur said before Z-1 picked him up and threw him to the ground Z-1 then jumped up and stomped down hard on him. Z-1 then began jumping up and down on Humungousaur driving him further and further into the ground, Ship growled at this and unleashed everything it had on Z-1.

Z-1 was bombarded by lasers and missiles "hey, cut it out" he said and he smashed his fist down hard on Ship splattering him and making huge cracks in the ground "ha ha robot man go splat" he said before he was both blinded by a bright green light and knocked of his feet falling to the ground while also hearing a voice say "Way Big!".

Thanks to the hard and quick work of the Plumbers the 775 escapee's were safely transported out of the area and were headed to Plumber HQ, seeing that everyone had cleared the area now Way Big could now go all out without worrying about anyone getting hurt. Looking down he saw Ship had now reformed having been just a splatter on the ground moments ago, Z-1 got up and saw that he was now eye to eye with a large white and red alien, Way Big then punched Z-1 in the face before he could even think, causing him to stumble back. Way Big then began punching Z-1 rapidly back and forth across the face "you may be bigger and more durable but you can still be beaten like the other's and I'm not going to stop until I've beaten you" he said before grabbing Z-1's face and slamming his head to the ground Way Big then put his hands together and repeatedly sledge hammered Z-1 in the face. After the 15th hit Z-1 caught Way Big's hands and slammed him to the ground before getting up, he then grabbed Way Big's arm and slammed him to the ground again before picking him up and then brought him down on his knee a loud crack was heard followed by Way Big howling in pain before he was thrown to the ground.

Z-1 then lifted up a leg ready to stomp down on Way Big's neck when a beeping was heard and in a flash he was gone "hey where'd you go?" he asked while looking around, Ship had seen what had happened and saw Ben fall into one of the large cracks on the ground turning into its normal form Ship began weaving through the cracks until it found a groaning Ben

"man he's even stronger than I thought, I can't move my legs anymore" he said before Ship came into his vision "hey there buddy you think you could give my healing laser another upgrade?" he asked

"ship, ship" it replied before it merged with his arm and he used his upgraded healing laser to fix his broken back.

Once he was healed he sat up "well looks like we'll have to try a different strategy" he said before he got an idea and he told it to his friend, Z-1 on the other hand was still looking for him

"come out now stupid boy" he bellowed before he saw a flash of green come from one of the cracks, this was followed by a tall, four armed, red skinned alien bursting out of one of the cracks

"hey ugly looking for me?" he asked

"hey you change again"

"yeah but this time I'm gonna try something different" he then touched the Ultimatrix symbol and in a flash he was now 3 times bigger his muscles slightly bigger than Gar's, spikes on each knuckle and his skin was now blue "Ultimate Four Arms!"

"why you keep changing, why can't you just stay as one guy" Z-1 asked as Ship turned into armour on Ultimate Four Arms covering his arms chest and back, Z-1 growled when he didn't get a response "answer me!" he said and he launched a fist at him only for Ultimate Four Arms to stop his fist with one hand

"now this should work" he said before he batted the hand to the side and leapt forward socking Z-1 in the jaw sending the colossus flying back about a kilometre it was at that point that Gwen and Kevin appeared in a flash of pink

"Ben!" Gwen exclaimed

"huh? Oh hey guys if you plan to stay around and watch try and have a shield around you" he said before he leapt forward again towards Z-1 who had just sat up and punched him in the face sending his head slamming to the ground with such force that he almost flipped over. Ultimate Four Arms then grabbed Z-1 by one of his horns and began repeatedly swinging and slamming him to the ground

"Kevin, I think Ben's going way too over to top with this" Gwen said

"nah, there must be something different with this guy, Ben wouldn't go ultimate and have Ship assist him if there wasn't" Kevin replied

"I hope you're right"

they then watched as Ultimate Four Arms hurled Z-1 and watched him slam and skid along the ground until he came to a stop "well he ain't getting up from that any time soon" Kevin said before Z-1 sat up groaning "or maybe not"

"I'm not sensing any life force coming from that thing"

"then how is it moving if it doesn't have any life force?"

"I have no idea, but it's body did sustain a lot of damage from that attack".

Z-1 growled as he stood back up "stupid blue boy, me squish you now" he said and he charged at Ultimate Four Arms

"just try" Ultimate Four Arms said a jet pack then formed on his back and his armoured fists turned into long blades before the jet pack ignited and he shot towards Z-1. Gwen and Kevin heard a loud slash followed by Z-1 stopping as glowing red goo gushed out of two large deep gashes on his chest and two more gashes on his neck, Ultimate Four Arms then landed in front of Gwen and Kevin with the swords turning back into fist's

"okay Ben what is that thing?" Gwen asked

"it's an alien zombie made by the army and right now I'm trying to stop it from getting back up, I've made some serious gash's on it to allow that red stuff to come out, I think it's the only thing keeping it 'alive'" Ultimate Four Arms explained as Z-1 turned around

"it's gonna take more than a little cut to beat me"

"alright then, I don't have much time left so I'll just have to pound you down" the jet pack ignited and Ultimate Four Arms shot forward and punched Z-1 hard in the stomach making it cave in as it did "and now here's the ultimate finisher" Ultimate Four Arms said, he then began pumping all four arms back and forth so fast that it looked like he had 10 arms before he flew forward and began pummelling Z-1's chest making it cave in just like his stomach had. His body was now convulsing as Ultimate Four Arms continued his assault forcing him back while more of the red goo poured out, with one final punch Z-1's chest popped back out while the red goo came out of his mouth before he fell back and lay on the ground.

"whoa I don't think even a zombie could get back up after a beating like that" Kevin said

"yeah no question" Gwen added and they both ran over to where Ultimate Four Arms had landed. When they arrived they saw Ben sitting on the ground panting while Ship was now at his side "Ben!" Gwen called out

"hey guys, you wouldn't believe the day I've had"

looking at the downed zombie they turned back to Ben "I think we'd believe you" Kevin said Ben was just about to tell them what had happened when Z-1 got back up

"that didn't hurt at all" Z-1 said

"remind me to kill Colonel Rozum if I live through this" Ben said as he tried to get up only to fall back down "shit" Ben said before Gwen teleported them 100 meters away "damn it I'm all out of energy" he said before he landed on his back

"Kevin get Ben out of here, I'll handle this" Gwen said and she turned into her Anodite form

"Gwen don't hold back or anything against this guy, go all out" Ben said before Kevin picked up Ben with Ship forming a pair of armour pants on Kevin before they shot off

"hey come back here stupid boy" Z-1 shouted before a large pink glowing rope wrapped around his neck and he was yanked off of his feet and slammed head first into the ground with his horns burying deep into it.

Kevin finally came to a stop and laid Ben down on the ground "so I take it going Ultimate Four Arms really takes a lot out of you?" Kevin asked

"nah I've been through a lot more before I started fighting this guy" Ben replied

"like what?" Kevin asked and Ben told him everything he had been through the last 3 hours.

"Hey my head's stuck" Z-1 said as he was now on his hands and knees trying to get his head free

"so you're stuck huh?" Gwen said as she stuck her glowing hand out "maybe this'll help" and she began rapidly firing very powerful mana blasts at Z-1's face before sticking her other hand up and doing the same to his abdomen. Soon Z-1's entire body was engulfed in smoke, Ben and Kevin watched as Gwen emerged from the smoke followed by Z-1 whose horns had now snapped off, Gwen then swung her leg and an ark of mana came out striking Z-1 in his now charred abdomen sending him tumbling back Gwen then put her hands up above her head and a glowing pink ball that kept doubling in once it was big enough she hurled it at Z-1, causing a massive explosion as it hit. Kevin dived down on Ben and Ship formed a shield over them to protect them as rocks and debris was sent hurtling at them from the resulting explosion, the aftershock spread out for miles shaking buildings and setting off car alarms.

When the dust died down Ship let down the shield and the boys found themselves at the edge of a crater with the charred, smoking body of Z-1 laying in the middle of it in a large puddle of the red goo "yeah take that ya zombie!" Ben called out as Gwen landed next to them and turned back to normal

"wow I've never had the chance to use that much of my power before" Gwen said

"yeah and let's hope you never have to again" Ben said from his lying position on the ground before Gwen kneeled next to him

"are you hurt at all?"

"nah I'm just completely drained from the amount of stuff I've done today"

"what did you do?"

"he lead the biggest prison break in history" Kevin said

"what?" Gwen asked as she began restoring Ben's energy when they heard a big thud turning they all had looks of horror on their faces at Z-1 started to get up again.

By the time he turned to face them Ben's energy had been fully restored and he stood up "you brat, me crush you!" he roared he then tried to move one of his arms but it barely moved "hey what wrong with arm? it no work good" he said

"you must have broken his arm" Ben said

"no it was already broken before you pummeled him as Ultimate Four Arms, my attack has now rendered it completely useless" Gwen said

"even after everything you two have thrown at him he's still able to get up...gotta admit though the army did a good job" Kevin said making Ben and Gwen glare at him "or not" he added.

"so Ben any idea's" Gwen asked

"yeah I do" Ben said before turning to Kevin "quick absorb my teeth" he said as he flashed his Duranite teeth at Kevin

"gross" Kevin said as he put his fingers on Ben's teeth and absorbed the Duranite

"what's your plan Ben?" Gwen asked

"we're gonna decapitate him" Ben said, willing to try anything at this point Gwen and Kevin followed Ben's commands.

Having given up on trying to get his arm to move properly Z-1 looked at the heroes only to have a huge glowing pink rope wrap tightly around his body "hey what is this thing?" he said as the rope began constricting around his body, seeing a flash of green he looked up he looked up and saw the same four armed blue guy again holding a shiny purple thing "huh? what that thing?" he asked while Ultimate Four Arms, now merged with Ship again, held up Kevin who's arms were now longer and razor sharp

"remember keep your arms straight" Ultimate Four Arms said

"yeah, yeah just go" Kevin said before Ultimate Four Arms threw him straight at Z-1 "coming through!" Kevin yelled before he went straight through Z-1's neck, red goo gushed out of Z-1's neck and mouth before the jet pack on Ultimate Four Arms back ignited and he shot forward while rearing his right arms back

"and here's a going away present for you!" he yelled and he punched Z-1 right in the centre of the face causing what bits of flesh connecting his head to his neck to tear and his head flew off while the mana rope around Z-1's body tightened and crushed his body causing the remaining red goo to gush out before it stopped, Gwen released the mana rope and the husk that was Z-1's body fell down for the last time.

Gwen then used her teleportation spell and found herself next to Kevin and Ultimate Four Arms before they both turned back to normal and Ship turned into its armour form, looking at each other they smiled before they cheered and gave a group high five. "I gotta hand it to yah Tennyson that was one heck of a plan"

"yeah Ben, how did you know that would work anyway?" Gwen asked Ben then explained what had happened after he had punched the head off a zombie back in area 51 "you seriously need to tell me what happened" Gwen said

"sure but back at Plumber HQ I also have to explain to Grandpa about the mass break out I made" Ben replied

"yeah that's not gonna look good on your record" Kevin added

Ship then handed Ben back his teleporter which his put on his arm and activated it while everyone grabbed onto him "Max Tennyson" and in an instant they were standing in front of said person

"hey it's our hero Ben Tennyson!" one alien called and every escapee cheered loudly while Ben just smiled

"Ben we need to have a bit of a talk" Max said before he looked at his team "I'd like you to come as well" he added and they headed to Max's office. When they arrived Max turned to Ben "okay Ben I got most of the story of what happened from one of the prisoners you freed but I'd like to get the full story from you" Max said Ben then told his Grandpa everything that had happened. When he had finished Max was quite angry "area 51 is going to be shut down by the end of the day and everyone involved there is going to be behind bars" Max said

"good, you should also try and find out what that stuff was that kept the zombies alive" Ben added

"yes I'm actually going to send a team over to where Z-1 is to collect some"

"great" Ben said

"I'm sure all of those aliens are going to be jumping with joy when they find out that Rozum is in a cell" Kevin said

"no question" Gwen added

"well I've had enough action for one day, I'm heading home" Ben said as Ship turned back to normal and jumped up on Ben's shoulder "see ya" he said before he activated his teleporter and said "home" disappearing in a flash

"I think he just did that to avoid his fan club" Kevin said while gesturing to the escapees which made Gwen and Max laugh.


	10. A Battle Of Time

A Battle of Time

Ben, Gwen, Kevin, and Ship were at Mr. Smoothy's enjoying themselves, yesterday the group had found out that Aggregor had survived Ships attack and had managed to obtainthe map of infinite which allowed him to reach the forge of creation, after quite I difficult rumbe Ben had managed to get rid of Aggregor for good by getting through to the Mother Celestialsapien who erased Aggregor from existence to protect her child.

"So what have you guys got planned for the rest of the day?" Ben asked

"I'm gonna head down to Undertown and check out the new auto parts RadZ has" Kevin said

"how about you Gwen?"

"I was going to go to a new beauty salon that opened up recently, what about you?" Gwen asked

"I don't know, might have a fly around town and visit Grandpa" Ben said casually before sucked out the last of his smoothy and then ate the cup and straw

"you know it still amazes me that you can do that" Gwen said

Ben shrugged "just means I don't leave a mess" he said with a smile, he then got up and gave his cousin a hug and fist bumped Kevin before he flew off

"want me to give you a ride?" Kevin asked

"please and thank you" Gwen replied and she kissed Kevin on the cheek causing the right side of his lip to curl up.

With Ben

Ben was now flying through the skies of Bellwood just enjoying the sense of freedom he was getting, he was also looking for any signs of trouble and so far he hadn't seen any, changing course he began heading towards the outskirts of Bellwood where one of the entrances to Plumber HQ was. When he arrived at the entrance he flew down the tunnel and soon arrived within Plumber HQ, after walking around for a bit he found his Grandpa looking at the main console screen with an odd look on his face. Looking up at the screen he saw several mug shots on it, some of the people in the pictures he recognised, they were Captain Dagger, Vilespa, Discord, Vilgax (who's picture was grey and had a red x across it), and... 'me?' "what's all of this Grandpa?" he asked startling him

"Ben you've really got to stop sneaking up on me like that" Max said

"sorry Grandpa"

"it's okay and to answer your question these are the Space Demons and their potential replacements for Vilgax and Discord"

"and I'm considered a replacement?" Ben asked in annoyed tone

"honestly yes after all you did defeat 2 of them, but don't worry we don't consider you a threat or someone who should be kept an eye on" Max said reassuringly

"that's good to know, so grandpa has there been any bad alien activity going on?"

"no, things on Earth have been pretty quiet lately"

"darn"

"got nothing to do huh?"

"yep"

"well I'm afraid that theres really nothing for you to do here, why don't you go to Bellwood mall or someplace like that"

"yeah that's not a bad idea, thanks Grandpa" he then hugged his Grandpa and left.

Ben soon arrived at the mall and was quickly greeted by a group of girls wanting his autograph, after signing a total of 20 autographs and having countless amounts of pictures taken of ether just himself or him with fans he was finally free to enjoy his day. While he was at the mall he checked out numerous places, first he checked out the comic shop, next he went into the video games store, followed by spending an hour in the arcade. After all said and done he was about to leave when he spotted a familiar figure exiting a modern looking Beauty Salon that was called 'Time-Z' "hey Gwen!" he called out as he made his way over to her, she looked in his direction and smiled and waved. As they walk towards each other Ben noticed something seemed off about Gwen once they reached each other he figured out what it was, she looked about a year or two younger. "hey Gwen, you look different" he said

"I should, I got the deluxe while in there" she said while pointing to the Beauty Salon behind her

"well it shows you look about a year or two younger"

"I feel like it"

"so is that the new Beauty Salon you were talking about?"

"yeah the owner Zegar and his staff are masters, I saw them make the women next to me look 10 years younger"

"really?"

"hmm maybe we should tell our mum's about this place"

"yeah lord knows they need it" and they both laughed.

"So is Kevin coming to pick you up?"

"yeah I was about to call him"

"so how are things between you two?"

"well we recently became a couple"

"congratulations cuz" Ben said and he gave Gwen a quick hug

"thanks Ben" Gwen said with a giggle before she started to call Kevin.

Ben arrived home having walked the whole way to try to eat up some time, when he entered the kitchen he saw his mum making dinner "hey mum" Ben said as he walked over to the fridge to grab a soda out

"hey there sweetie I'm making burgers tonight" she said

"you sound really happy" Ben said as he pulled out a grape soda from the fridge

"I feel fantastic, I went to this new place called Time-Z and after a facial and manicure I feel 10 years younger" she said Ben now had a look of shock on his face, his mother now literally looked 10 years younger making her have the same appearance that she had back when he was about 5 or 6. Ben frowned at this "what's the matter?" she asked

"oh nothing" Ben said casually and left the kitchen 'something doesn't seem right with that place, I think I'll have to check it out later' Ben thought to himself as he headed to his room.

After having dinner Ben and Ship headed back over to the mall, when they arrived they saw that the place was now closed "no problem" Ben said as he activated his Ultimatrix and then turned into "Big Chill!" then making both himself and Ship intangible he floated down into the mall. Looking around he spotted Time-Z and floated in before making both Ship and himself tangible again looking around he saw that the place looked like your average beauty salon heading into the back room he heard a voice

"another day another $4,000" he heard a man say. Turning his head to Ship he gave it a shushing motion as he snuck in closer he saw a man wearing a black button up shirt tucked into black pants with shiny black shoes "'sigh' its almost too easy to fool these Terran's" he said

"and by using the word Terran's I take it you're not from here" Ben said making the man jump in surprise

"how did you get in here?" he demand

"I think I'll be asking the question's here what have you been doing to everyone who comes here"

"isn't it obvious, I'm making people look beautiful"

"don't give me that garbage I did a scan on my mum and found out that now she's biologically 28 after she came here" the man put his hand on his face and pulled off an ID Mask revealing that he was a blue skinned humanoid lizard with yellow eyes and red splotches while wearing black leather pants and an open black vest

"so I take it you've figured most of it out"

"yeah you could say that, my only question now is how"

"quite simple really, I have the ability to control time, I can pause it, reverse it, fast forward it, and I can also do the same type of things to people as well, hence how I've been making people younger"

"but why here?"

"also simple, I needed to make a quick buck so I found a planet with the most vainest populace in existence and set up shop" Ben's eyes then widened he recognised the alien from one of the mug shots that had been on the console screen

"are you one of the seven Space Demons?" the alien smirked

"yeah I am, I just became Vilgax's replacement, names Zegar by the way"

"well Zegar you're about to find yourself in a cell next to Discord" Ben said before Ship merged with Ben's arm and in a flash he turned into "Four Arms!" he went to hit Zegar but he disappeared "what the?" he said before his body started to hurt turning around he saw Zegar drinking a soda

"encase you're wondering why your body hurts I froze time and hit you about 30 times before I stopped to get a soda" he said casually and he disappeared again avoiding Four Arms' hit

"stay still" Four arms said as Zegar kept stopping time and avoiding his hits.

Finally Zegar had had enough seeing as how his store was getting destroyed he fired a blue beam from his hand at Four Arms and in a flash of green he had turned back to Ben "how did you do that"

"quite simple _Ben Tennyson_ I sped up the time out sequence on your Omnitrix turning you back to normal"

"oh so you know my name"

"of course, after all you were the one to off Vilgax and capture Discord, but I am going to be the one Space Demon that not even you can beat"

"oh yeah why's that?" Zegar then disappeared

"because I have time on my side" he said and he punched Ben in the back of the head making everything go black for the young hero...

Ben slowly woke up to something nudging his face, he could also hear something being repeated over and over, he quickly realised that it was Ship nudging his face while it said his name over and over. Once he gained his bearings he realised that he was sitting in a dirty ally and it was now bucketing down on both him and Ship, who now seemed a lot bigger, looking down at his body he found out why Ship seemed bigger, he was now smaller, younger to be more precise "awe man it's lite the pountain of yoot all ober again" he then paused "awe I epen ound ike a tid again" he stood up only for his pants to fall down to his ankles "ah who cares" he said as he stepped out of his pants his shirt was big enough that it covered him to mid-thigh. Ben held out his arms and Ship jumped up into them "come on Sip wets go and get dat guy to tun me back ooo numal" Ben then activated the rockets in his feet and flew up into the sky. Looking around he saw that the mall wasn't that far "I so wish I ad my teleporter wight now" he said as the rain pelted his face painfully. He arrived at the mall now mostly clean thanks to the rain and walked inside, he gave a happy sigh as he was instantly embraced by the warmth of the mall but quickly got back to the task at hand and he walked towards Time-Z. However when he arrived at where Time-Z was he was shocked to find just a blank wall using his X-ray vision with his cybernetic eye he saw that behind it was just a section of the clothing store next door.

"But ow, it was wight ere yestwerday!" he exclaimed before he sneezed "ugh 'sniff' I think being out in the wain and cold has made me sit" Ben said and sniffed again "I'd betta go see Gwampa maybe he know wat to do?" he then sneezed again "on second sought I'd better go ome" he sniffed and left the mall, for some reason feeling more sad than annoyed or angry.

When he arrived home his parents were shocked to say the least though not as shocked as most parents would be "honey what happened to you?!" his mum asked Ben then told his parents what had happened

"well I fully believe him" Carl said making his wife and son look at him "you do now literally look like you're in your late 20's" he said

"what should we do?" Ben then sneezed again

"well you're not going anywhere young man" Sandra said as she put her hand on what remained of Ben's organic forehead "you're burning up, come on let's get some medicine into you and then it's straight to bed, Carl call your father and tell him what happened and see what he can do" she then picked up Ben and carried him to the kitchen while Carl went to call his father.

Ben was now sound asleep in his bed snoring while Ship slept at his side, Carl, Sandra, and Max now stood in his open doorway looking at him "so how has he been acting?" Max asked

"he was trying to act like his 16 year old self but I think his mind is the same as his body" Sandra said, Max then pulled out a device from his pocket and quietly walked into Ben's room once he reached Ben's bed side he pressed a button and wiped it over Ben before quietly walked back out

"what's that dad?"

"its a bio scanner, it tells you everything you need to know about a person and according to this Ben is now both biologically and mentally 3 years and one day old"

"so he has all of his memories but he has the mind of a 3 year old" Carl asked

"yes, so if he speaks and acts like a 3 year old it's because he literally is" Max replied he then did a scan on Sandra "says here you're 28 years and one day old, do you remember what happened?"

"I think when this Zegar character de-aged me was when I was getting a facial, I felt a tingling feeling go over my body and I felt great afterwards"

"Zegar, that name sounds familiar, I'll have to check it out at Plumber HQ, once he's better bring him over to Plumber HQ and we'll see if we can bring him back to the right age again" before he began to leave, when he reached the door he chuckled "you know the same kind of thing happened to Ben and I on our first summer trip together, I was reduced to a 10 year old and Ben was turned into a 4 year old"

"how did that happen?" Carl asked

"we were both soaked in water from the fountain of youth"

"the fountain of youth is real?"

"was, Ben evaporated all of the water when he threw a tantrum as Heatblast"

Carl and Sandra laughed at that "that's our boy" Carl said and with a final goodbye Max left.

Ben slept through most of the day only waking up for coughing and sneezing fits, as he was dreaming of people cheering his name due to him winning a soccer match the cheering turned into beeping, he slowly opened his eyes to see that he was back in his bed and his Omnitrix was flashing and beeping "hewow" he asked groggily

"Ben, Kevin and I were about to go to the new roller rink that opened up, wanna come with?" Gwen asked

"sounds gwait but me sick"

"awe I'm sorry to hear that" she then heard him cough like a barking seal "wow you sound terrible, try and get some rest"

"thanks Gwen" and he cut the connection, looking at the time he saw that it was just past 7 o'clock rolling out of bed he realised that his mouth was now as dry as a bone he walked to the bathroom and drank from the tap. Once he was finished he turned around and saw Ship in the door way "hi Sip" he said and he went to pat Ship on the head, as he did ship merged with his arm and turned his hand into a laser "wat are-" Ben was cut off as the laser pointed at his face and fired. As soon as the laser stopped Ben felt completely better taking a deep breath through his nose he exhaled "ah the ealing lazer" he said happily as Ship separated from Ben "good boy Sip" and he patted his pet "now tat I'm bat to 100% it's time to pind Zegar and get im to turn me bat to numal"

"tomorrow sweetie" his mum said now standing in the doorway

"awe but I wanna get bat to numal now" Ben said

"no Ben, it's past 7 lets get some food into your tummy and then it's back to bed"

"mummy I'm not a tid I'm a teen in a tids body"

"well from what your Grandpa said you're a 3 year old both physically and mentally"

"I'm not a tid! I'm not! I'm not! I'm not!" he said not realising that he was throwing a tantrum

"well I don't think teens throw tantrums do they?" she said as she grabbed his hand and guided him to the table with Ship following them.

The next day

Ben was now at Plumber HQ being tested on by Blukic and Driba, Ben was now "naked" while standing on a platform in front of a huge laser which was pointed straight at him "um guys is tis gonna urt?" Ben asked

"don't worry it's perfectly safe, you won't feel a thing" Blukic said

"probably" Driba added before they walked up to a control panel of the large laser and Driba turned a dial, the laser shot at Ben and in a flash he was now half his size "oops wrong way" Driba said and he turned the dial the other way and zapped Ben only this time Ben was so big that his head hit the ceiling

"you forgot to flip this switch" Blukic said as he flipped it before they fired it again Ben was now back to his normal 3 year old size only now his skin was blue

"cool" Ben said

"no wait it was this one" they zapped Ben again and this time he now had tentacles for arms.

The two "geniuses" turned Ben into everything under the sun until finally Max pulled them off "that's enough just turn him back to normal" with one more zap Ben was back to his 3 year old self.

Ben walked off the platform and over to his mum where she handed him some clothes, because he didn't have any in his size his mum had just cut some of his old clothes shorter "well as you can see we have no idea on how to turn Ben back to normal" Blukic said

"you two are dumb-dumbs" Ben said while pointing a finger at the two Galvan's

"now Ben they tried their best" Sandra said as she put a hand on his head

"okay mummy, I mean mum"

Max then got down on a knee in front of Ben and put a hand on his shoulder "Ben it's okay for you to act your current age you may have the memories of your 16 year old self (he put his index finger on Ben's forehead) but your mind is currently that of a 3 year old, no one will make fun of you or judge you if you start acting like a 3 year old again as well, I promise" he said, hearing that made Ben feel really happy and somewhat relieved at the same time

"thanks Gwampa" he said and he hugged Max with Max returning the hug. What they didn't know however was that Max had transmitted the entire conversation to every single Plumber in the galaxy, everyone at Plumber HQ knew what he was talking about and understood that it was an order directed at all of them as well as something comforting at the same time.

"so Max have you found the person who has turned my son back to a 3 year old?" Sandra asked

"yes and no, we've located him multiple times but every time we get close to him he ether disappears or freezes our men on the spot" Max replied

"e isn't dissapeawing e's sopping time and wunning away" Ben said

"oh well that would explain a few things, but don't worry Ben we'll try and catch him so we can turn you back to normal" Max said

"thanks Gwampa" Ben said as he hugged Max again, when he let go Sandra grabbed his hand

"okay sweetie take us to the mall we need to get you some clothes" she said

"okay mummy" he replied not correcting himself this time, he then activated his teleporter "Bellwood mall" he said and in a flash they were in the centre of Bellwood mall

"lets get you some pants first" and she guided Ben to the nearest clothing store.

Kevin had gotten the weird message Max had given out on his Plumber badge and was now waiting out the front of Ben and Gwen's high school waiting for Gwen and possibly Ben, a few minutes after the bell went Gwen exited the school and hopped in Kevin's car. She greeted him with a kiss "hey there handsome, how have you been today?" she asked

"not too bad, is Ben coming?"

"no he wasn't here today"

"well I don't know if you got it but I got this weird message on my Plumber badge today" he then played the message back

"lets head over to Ben's place" Gwen said once the message had finished, Kevin then started up his car and began heading towards Ben's house.

When they arrived Gwen knocked on the door, a few seconds later the door opened revealing a younger looking Sandra "Gwen, Kevin what brings you here?" she asked

"I got a weird message on my plumber badge today about Ben being 3 or something" Kevin explained

"come in you two it's a bit of a story" she said and they walked in.

By the time Sandra had finished explaining Kevin was barely containing himself "well that explains why you and Gwen look younger" Kevin said

"so where is Ben now?" Gwen asked

"he was tired so he's taking a nap" Sandra replied both Gwen and Kevin couldn't help but giggle/snicker at that "he's also had a bit of trouble with his age, like the message says he may have the memories of his 16 year old self but has the mind of a 3 year old so the two are kind of clashing with each other at the moment"

"so I take it that he's embracing being a 3 year old again?" Gwen asked

"yes he is now"

"and what about school?"

"well I think I have to take him out of school for the moment, at least until we can turn him back to normal"

"do you think we'll be able to turn him back to normal"

"if we find the guy who did this then yes, if not well then he'll just have to grow up all over again"

"on the bright side it doesn't matter if he's potty trained now or not" Kevin added making the girls laugh

"I eard that" a sleepy voice said followed by a yawn, they all looked and Gwen and Kevin's eyes widened as they saw a semi-sleepy Ben rubbing his organic eye

"hey there sweetie did you have a nice sleep?" Sandra asked

"yes mummy" Ben said

"wow I am seriously having a flashback here" Gwen said

"about the pountain of youth?"

"yeah only you were about a year older"

"yeah, opefully Gwampa and the Plumbers will pind im soon cause I wanna get some pwayback"

"why don't you try using your teleporter?"

"I twied but is name is vewy common so it can't lot on to im"

"and because I don't have anything to go on other than a picture of his common face I can't teleport to his location" she said in a sad tone

"it's otay Gwen we'll get im" and he hugged her legs.

For the past 2 weeks Ben had been enjoying being a 3 year old again, the media had had a field day when they found out that the great Ben Tennyson was a 3 year old again, this had infuriated Ben's family and friends but Ben ether didn't know about what they were saying or he just didn't care. It was now Sunday and Ben, Gwen, and Kevin were in Undertown trying to get any info they could on the whereabouts of Zegar, unfortunately they had come up empty at every turn, with the way things were going it seemed as though Ben's only choice at this point was to just age normally. Ben however was enjoying himself enormously, aliens of all kinds wanted to get pictures with 'Baby Ben' as they had dubbed him, after walking around for about two hours Ben was starting to slow down and drag his feet "Ben are you okay?" Gwen asked

Ben gave a yawn "I'm tyward" he said as he rubbed his organic eye Gwen then picked him up and began carrying him

"I bet this is giving you great practice at being a mother" Kevin said

Gwen gave him a half smile "yeah I just hope we catch this guy I don't want Ben to have to grow up all over again knowing that there is a way to turn him back to normal"

"hows he handling it?" taking a quick peak she saw Ben was now fast asleep

"quite frankly I think he's starting to forget everything beyond his current age, if we don't turn him back to normal soon I think we'll lose the Ben we know forever"

"how about his parents, how are they handling it?"

"well his mum is happy that she has her little baby back and his dad is okay about it" Gwen said before she bumped into someone

"watch where you're going" he snapped

"sorry" Gwen said to the muscular alien

"bitch" he said

"what did you just call her?!" Kevin snapped

"bitch, why you've got a problem with that?" the alien asked before Kevin punched him in the stomach and then punched him in the face breaking the ID mask he had been wearing revealing his true form, both Kevin and Gwen were shocked to see that the alien was the one who had turned Ben into a 3 year old grabbing the alien by it's tail Kevin slammed him to the ground 3 times before his tail broke and he was sent flying before crashing into a stall. Dropping the wriggling tail Kevin ran after him, he saw Zegar lying in the remains of the broken store but as he almost reached him Zegar disappeared and Kevin felt a horrible pain in his stomach looking around he couldn't see any sign of Zegar, with an annoyed grunt he made his way back over to Gwen while muttering swear words.

When he arrived she had the biggest smile on her face "why do you look so happy? He got away" Kevin said

"yes but now you've given me something to track him with" she said motioning to Zegar's tail which had stopped twitching. "Let's head back to Plumber HQ so we can plan on how to get him" Gwen said as she gently handed Ben to Kevin and then the tail before she teleported them into Plumber HQ Gwen took back Ben while Kevin held the tail

"I can't believe throughout that whole incident sleeping beauty didn't even stir" Kevin said motioning to the still sleeping Ben

"an earthquake couldn't wake him up" Gwen said with a giggle as they found Max in the kitchen cooking who knows what on the stove "hi Grandpa"

"Gwen Kevin what brings you here?" he asked before he noticed Kevin holding something "and whatcha got there?"

"Zegar's tail, it snapped off while I was swinging him around" Kevin said proudly while holding the limp tail up

"and with it I can now track him wherever he goes" Gwen added

"that's fantastic! Soon we'll have Ben back to normal" Max said as he looked at the sleeping Ben

"yes and hopefully very soon otherwise Ben might as well just continue aging normally" and she told Max what Sandra had told her.

"you'd best start finding him now" Max said and Gwen nodded before she gently shook Ben

"come on Ben wakey wakey...I can't believe I just said that" she said

"neither can I" Kevin said as Ben slowly woke up

"good morning princess" Kevin taunted getting a sleepy glare from Ben

"what time is it" he asked sleepily

"it's time to get you back to normal" she replied

hearing this fully woke up Ben "they made someting to make me older again!?" he asked now fully excited

"yeah I managed to snag blue boys tail when I fought him" Kevin stated proudly holding up the tail

"eeewww"

"hey this is the thing that gonna let us find Zegar"

"when did ooo fight im?"

"when you were off with the fairies"

"well let's get im" Ben said while raising a tiny fist

"you have no idea how cute that is" Gwen said

"alright but first we need cuffs and Kevin absorb the ground so you can take him down fast" Gwen said, Kevin then absorbed the metal floor while Max pulled out a pair of hand-cuffs out of his pocket and handed the cuffs to Kevin. Gwen then turned into her Anodite form and touched the tail "I've got a lock on him" she said, she then chanted some words before a pink dome surrounded Ben, Kevin and herself before they all disappeared in a pink flash.

The three hero's reappeared in front of a now startled Zegar, wasting no time Kevin delivered multiple blows to Zegar with his now steel fists, with one final punch to the jaw Zegar dropped to the ground where Kevin put his hands behind his back and hand cuffed him. "finally we gotcha" Kevin said Zegar struggled against the cuffs

"you bastard!" he shouted before Kevin punched him in the back of the head knocking him out

"okay let's get stumpy back to Plumber HQ before he wakes up" Kevin said Gwen nodded before she teleported them all back to Plumber HQ. By the time Zegar came too he was firmly tied to a chair and the whole base was under lockdown preventing anyone from leaving including him if he managed to escape, he looked around and saw that he was in an interrogation room the door then opened and Ben, Gwen Kevin Max and two plumbers entered the room

"let me guess you want me to turn the young tyke here back to normal right?" he asked

"yes, mate me sisteen again" Ben demanded

"oh and if I don't?"

"then the last time I beat you up will feel like a tickle" Kevin said as he absorbed the steel table and morphed his hand into a large spiked ball

Zegar gulped at that "fine" he said his eyes glowed and in a flash Ben was back to normal age of 16 unfortunately his clothes hadn't grown with him so now he was just wearing the shredded remains of them

"oh yeah, feels great to be 16 again" Ben said happily while Gwen covered her eyes

"um Ben, your clothes" she said

"uh?" he looked down to see that he was now 99% "naked" "meh who cares there's nothing there" he said as he tore off what little remaining clothing was left

"which still begs the question; are you a boy or a girl?" Kevin asked only getting an eye roll from Ben

"now will you let me go" Zegar asked

"only if I can get some pay back for what you did to me" Ben said as his eyes narrowed

Zegar smirked "okay then how about this we fight if you win I go to prison if I win I go free"

Max was about to protest when Ben interrupted "deal" he said and he released Zegar

"okay where's a place we can fight?" Zegar asked

"the gym" Ben replied and they all headed to the gym while the two plumbers kept their guns aimed at Zegar ready to shoot at a moment's notice, Zegar was feeling quite confident that he was going to win again.

Ben and Zegar were now facing each other in the fighting ring "I wasn't prepared to fight you last time which was a big mistake on my part, a mistake I won't be making a second time" Ben said

"oh really and what makes you think you're going to do better this time?" Zegar asked

"because I have just the alien to clean your clock" Ben then activated his Ultimatrix and pressed down on it "Clockwork!" he said

"a Chronosapien, how cliché" Clockwork then fired a green beam from his hand at Zegar but he merely batted the beam to the side making it hit a bunch of dumbbells turning them to dust, Clockwork then charged at Zegar, Zegar gave a mocking yawn before he stopped time and walked over to Clockwork "oh this is too easy" he then stuck his leg out and restarted time causing Clockwork to trip and tumble along the ground. When he got back to his feet he fired several time beams at Zegar but he just dodged them all with ease as he made his way towards Clockwork and gave him a windmill kick to the head knocking him to the ground "no matter what you turn into kid I've still got time on my side"

"oh no then lets see how well you do against-" he hit the Ultimatrix symbol on his chest and in a flash of white light a different version of Clockwork appeared.

His chest was the same shape as Clockwork's original body only the glass area now covered most of the front of his chest showing all of the gears inside, it was connected to a semi-circle waist by a jet black torso, longer arms and legs with the cylinders on them now blocky rectangles with half clock faces on the sides, his head now looked similar to Lodestar's only it was connected by a thin black neck and had a key on top, wore sunglasses, and instead of being brass he was now metallic blue.

"Super Clockwork!" he exclaimed as he struck a pose (he was leaning to the left while bending the knee on the same side with his head thrown back and his arms over his head wrist-to-wrist making the two half clock faces form one)

"super? Isn't it supposed to be ultimate?" Kevin asked

"yeah bro, but with a look this cool, super fits this guy even better" Super Clockwork said as he gave Kevin a solid thumbs up before turning his attention back to Zegar

"transform as many times as you want you still won't win" he said as he froze time and walked over to Super Clockwork. He reared an arm back ready to break the glass on his chest when Super Clockwork's hand shot out and grabbed his hand

"sorry lizard lips not this time" he said stunning Zegar

"but how, I've frozen time!"

"yeah, well you see in my super form I'm fully immune to all of your time powers" he then tightened his grip on Zegar's hand "add to the fact that I'm now fully capable in hand to hand combat (tightens grip even more) with my speed and strength increased to the max" he tightened his grip even more making Zegar both unfreeze time and yell out in pain "which means you're in super big trouble!" before he fully crushed Zegar's hand and slammed him to the ground.

As Zegar got up he looked at his crushed bloody hand "not bad wind-up toy but you're gonna have to do better than that" he said before he tore off his mangled hand and a new one burst out

"nice bro, that'll make things super interesting" Super Clockwork then pointed his index finger at Zegar and said "slow beam!" a green beam then shot out of his finger and struck Zegar in the chest as he tried to dodge. Everyone watched as Zegar leapt to the side albeit very very slowly "meteor shower!" Super Clockwork shouted and his arms became blurs as he rapidly punched Zegar who wasn't even flinching. Super Clockwork's arm extended back about 30 meters before it touched the wall "the effects of my slow beam are about to wear off in 5...4...3...2...(his arm began rapidly retracting)1...SUPER ROCKET PUNCH!" BOOM! Super Clockwork's fist ploughed into Zegar's stomach with such force that it made an aftershock that knocked down every one present.

Blood gushed from Zegar's mouth as his stomach caved in and his body began convulsing as if he was being pummelled with a thousand invisible fists while he flew back and embedded in the steel wall. Super Clockwork grinned "and now for a super finisher!" he banged his arms together up in front of himself with the two half clock faces forming a full clock which began to glow green "super youth ray!" a green beam then shot out of the clock face and engulfed Zegar, everyone watched as he got younger and younger until the beam stopped "yeah! Now that's what I call payback bro" Super Clockwork said to a now 3 year old Zegar who fell to the floor

"he's just like Discord take away the weird powers and he's nothing" Kevin said before Super Clockwork pointed his index finger at Gwen and fired a small green beam that turned her back to 16.

"Super!" he said as he gave her a thumbs up before he turned back into normal Clockwork and then back into Ben

"well "Super" Clockwork seems to have a lot of zeal" Gwen said as a Plumber picked up the unconscious Zegar

"yeah, but he got the job done, I'll turn my mum back to her normal age later" Ben said before Gwen hugged him

"it's great to have my 16 year old cousin back"

"and it's great to have my mind back to normal as well"

"speaking of which I'd like you to get your head checked out to make sure there isn't any damage" Max said

"sure thing Grandpa" Ben said before he hugged him

Meanwhile

Discord was lying on his bed humming a random tune before his cell door opened, sitting up he watched two Plumbers throw in a child "here's a temporary cellmate for you" one of the Plumbers said

"why hello there" Discord said as he stood up

"Discord it's good to meet another Space Demon, although I wish we could have met under better circumstances" Zegar said

"I take it you're Vilgax's replacement?"

"yes I am"

"no you're not" a third voice said they both turned and saw a tall solid built green skinned alien wearing some odd looking armour with 3 swords strapped to his side

"Jián, what are you doing here?" Discord asked

"I'm here to dispose of you two for staining the name Space Demon" he said before he flicked out two of his swords "sayonara".

The two Plumbers who had dropped off Zegar had just exited the lift when they heard a smash down below, looking down they saw two puddles one red and the other blue, getting back in the elevator they took it down to the bottom. When they arrived they were greeted by a shocking sight, the 10 inch thick glass of Discord's cell was ether cut up or shattered and said occupant as well as Zegar was cut up into small chunks in pools of their own blood.


	11. Inspector 13

Inspector 13

Kevin was in his car feeling quite happy, he had had another outing with Gwen which had ended with an intense make out session in the back of his car, as he kept replaying the event in his head, he was broken out of his day dream however as he saw someone wearing a white, full bodysuit with various pockets and a utility belt walk past his car and up to the door of his garage. "and just what do you think you're doing?" he said quietly to himself as he saw a small thin metal claw come out of the persons head and zapped the button causing the door to open and he walked in. Kevin got out of his car and watched as the man scanned the Techadon Robot in his garage, as the man muttered some gibberish Kevin absorbed the metal on his car "boy did you break into the wrong place" Kevin said making the man turn around to reveal his green face "now step away from the robot nice and slow and I won't have to beat you up...much"

"detecting residual omnimatrix energy signature, collating variants"

"I warned you" Kevin said as he formed both hands into mallets and began swinging them at the intruder who surprisingly dodged very well but not well enough as Kevin managed to land a solid hit to the man's stomach bringing him to his knees "now tell me why you're breaking into my garage"

"activate disabling shells" he groaned out, six small turtle shell-like disks emerged from the man's utility belt which expanded in size and spun around Kevin before shocking him. Kevin yelled out in pain before he turned back to normal and fell to the ground unconscious "disabling shells field test successful" he said as he stood back up and a small radar scanner came out of the man's head "tracking omnimatrix energy signature" he said and he left the garage while holding his aching stomach.

The next day

Gwen arrived at Kevin's garage to find him lying on the ground she kneeled down next to him she began to gently shake him he began to groan "Kevin are you okay?" she asked

he sat up holding his head before he basically sprang to life "power up Gwen this guys!...totally not here anymore" he said before he looked out the garage door "holy crap what time is it!"

"about 10:30, Kevin calm down and tell me what happened" Gwen said

"we are so screwed"

"why? what happened?"

"I'm pretty sure that a Techadon Weapon Master was here last night"

"is that a new type of robot?"

"no it's the guys who make them"

"so why are we screwed?"

"because they never leave their home planet"

"and if they do it usually means trouble?"

"BIG trouble"

"so what was he doing here?"

"I think he was scanning our robot for something he also spoke a heap of gibberish and said some stuff about the Omnitrix...he's after Ben!"

"don't worry I'll teleport us to him" she then turned into her Anodite form and chanted some words before they both disappeared in a pink flash

Earlier

Ben was in the park playing with Ship, well at least that's how it started out, one person asked Ben to turn into Jetray, then another asked him to turn into Shocksquatch, one request led to another and the next thing they knew Ben and Ship were entertaining a huge crowd by fighting each other, fake fighting of course. Unfortunately the show came to a halt as a huge metal cube came out of the sky and landed 3 meters in front of Ben luckily everyone had managed to clear the spot just in time with most of the people leaving the area, a door slid up to reveal the same man whom Kevin had encountered last night "next time you should find a clearer area to land in" Ben said clearly unhappy

"omnimatrix signature located, device is fused to Terran adolescent, anomalies extent" the man said

"could you stop ta-"

"deploy scanalysis array" he said and tiny metal claws extended from the metal bits on his head and began scanning the Ultimatrix in his arm

"alright buddy that's enough" Ben said as he grabbed the claws and crushed them

"omnimatrix contains multiple code variants extent, energy patterns deviate from known exemplars, further analysis cybernetic attachment gives Terran adolescent enhanced strength, closer examination is required, deploy molecular vice" ribbons made of some kind of metal emerged from the mans utility belt and wrapped around Ben only for Ben to bust free

"it's not just my arm that's strong it's my whole body" Ben said before Ship turned into a small laser and shot the man in the chest sending him flying back and into the metal cube

"deploy electromagnetic pulse wave" he said a whirring sound was heard and Ship turned into a puddle on the ground while Ben just collapsed

"da one bad ting dat been part machine is dis" Ben said in a rather dopish voice

"the effects are only temporary" the man said as he stood up and dragged Ben into his ship.

By the time Ben recovered and his brain was fully functional again he was now strapped to a floating table, he tried to break free but even with his Tetramand level strength the restraints wouldn't break. Looking ahead he saw the man standing in front of a table that had multiple different tools on it "well while we're currently prisoner and captor would you care to enlighten me on who you are?" Ben asked

"I am Inspector 13, Weapon Master of Techadon, you are implicated in my ongoing investigation of failed Techadon units" Inspector 13 stated

"you're a Weapon Master? No one has ever seen you before"

"correction, no one has ever seen us and lived"

"well that's comforting to know, so care to explain why you captured me"

"new data collected indicates that the omnimatrix has been modified"

"it's actually the Ultimatrix now, the original Omnitrix was destroyed a few months ago"

"directive, Galvan technology must be acquired and exploited, my original objective was just to take the Omnimatrix from you, however seeing as how your cybernetic enhancements are also Galvan technology I shall be taking those as well" three disks came floating up before spiked blades protruded out of the side which then began spinning, now acting like buzz saws.

Not showing a fraction of fear watched the disks get closer "if you remove the Ultimatrix and my cybernetic parts like that then boom" he said making the disks stop

"boom? Define boom?" Inspector 13 asked

"the Ultimatrix and my cybernetic parts are all linked, cut them off like that and there'll be an explosion that will rival that of a Techadon Mark 10 Photon Bomb" Ben replied in a serious tone though he was bluffing.

"deploy code spool, access Galvan security measures and breach" Inspector 13 ordered, a hatch opened up on the table Ben was strapped to and a tendril came out of it and locked onto the Ultimatrix before wires came out of it and attached themselves the Ultimatrix "accessing Galvan code" a computerized voice said "firewall 1 breached, firewall 2 breached, firewall 3 breached" the Ultimatrix stated

"wow I'm impressed, but I bet you can't-"

"master control access granted"

"oh that was a big mistake" Ben said as Inspector 13 grabbed a sharp tool. Just as Ben was about to call out an alien there was a pink flash of light as Gwen and Kevin appeared "hey guys how's it going?" Ben said before alarms went off

"warning, warning Anodite and Osmosian detected"

Kevin absorbed the ground turning black as he did "time for round two" Kevin said forming his hands into scythes this time he began swinging at Inspector 13 who dodged just as well as last time he then pulled out an energy sword and swung at Kevin slicing off both of his scythes before he ran towards his chair while Kevin reformed his hands.

Once he was in his seat cables came out and connected to the metal things on his head "accessing internal defence grid" he said before a metal column came down from the ceiling almost crushing Kevin, Gwen however had just finished freeing Ben with her powers when a column shot up from the ground between them which she quickly sliced in half, seeing more coming towards them she be began spinning around and a pink twister formed around her that went all the way to the ceiling. Every column that touched the twister instantly exploded, Ben watched in awe as the twister glowed brighter before mana blasts began shooting out in all directions destroying column's and damaging all equipment in the room. Kevin and Ben instantly hit the deck as the mana blasts flew over them "deploy plasma cage" Inspector 13 ordered, a large device then came down from the ceiling and zapped the three heroes.

Ben and Kevin were zapped by the white beams and groaned a bit in pain with Kevin turning back to normal while the beam aimed at Gwen slowly pierced its way through the pink twister sending white and pink sparks flying in all directions with a large pink one zapping Ben's arm causing the face of his Ultimatrix to light up brighter than usual. The beam finally hit Gwen and turned her back to normal while also cancelling out the twister, Ben stood up angrily "alright ugly lets see how you like, Humungousaur!" he called out hoping that the master control worked the same way as his Omnitrix had, a glowing green sphere appeared around his arm with sparks flying everywhere before two beams shot out and struck Kevin and Gwen, he then watched in shock as Gwen turned into a female version of Four Arms, while Kevin turned into a slightly more buffer version of Spidermonkey

"well, this is new" Gwen said as she looked at herself

"uh Ben I think the Ultimatrix is busted" Kevin said casually

"you're telling me, that mana shock I got must have scrambled it" Ben stated as he saw that the dial wasn't lighting up anymore

"intruder alert, Tetramand and Arachnichimp present in work shop" the computer voice called out

"how's the rest of you Ben?" Gwen asked worried that the mana shock had also damaged his cybernetic parts

"just fine" Ben replied before the floor opened up beneath Gwen and Kevin causing them to fall out of the craft which was now a few miles up in the air. "Guys!" Ben called out, he was about to go after them when a metal tendril wrapped around his ankle and yanked him back with the hole sealing up, Ben then jerked himself up and broke the tendril with one bite before landing in a crouched position.

Ben glared at Inspector 13 "deploy photon shields" he said and a yellow dome surrounded the seat he was in just as Ben punched it the force of which caused the shield to wobble "reacquiring Galvan technology" he said, just as Ben was about to hit the shield again two larger tendrils appeared and tried to zap him with lasers but Ben managed to dodge them.

Meanwhile

Gwen and Kevin still as Four Arms and Spidermonkey were still free falling, during their fall Gwen had managed to grab Kevin and was now holding him gently while also protectively "don't worry Kevin I'm sure I'm durable enough as Four Arms to survive the fall" she said

"can't you use your mana powers" Kevin asked

"I tried but they wouldn't work" Gwen replied as she saw the ground get closer and closer, closing their eyes they braced for impact only to come to a jerking halt. Opening their eyes they looked and saw Ship in it's Armour form holding them

"Ben?" it asked

"not exactly" Kevin replied as Ship slowly floated down until it landed on top of a building, once Gwen and Kevin were back on their feet Ship began backing away from them

"it's okay Ship it's us Gwen and Kevin" Gwen said in a calming tone

"Ben?" it asked

"that Weapons Master still has him" Kevin replied as Ship turned back to normal and just looked at the two before finally saying "ship" and it rubbed it's head on Gwen's leg.

Back on Inspector 13's ship

Ben kept leaping back to avoid the lasers constantly shooting at him, a huge metal claw then came down from the ceiling and right on top of Ben, Ben was now starting to be crushed as he tried to force the claw back up "if you surrender now I will make the extraction of the omnimatrix as well as the rest of the Galvan technology that makes up your being, as painless as possible" Inspector 13 offered

"not. Gonna. Happen!" Ben shouted and using his immense strength he tore the claw off and used it to crush the tendrils that kept trying to attack him "look buddy it's clear here that I can easily handle anything you can throw at me, how's about you just drop me off somewhere and I'll forget this whole thing ever happened" Ben said

"Galvan weapons technology must be acquired and exploited, by any means necessary" Inspector 13 stated the

"look if you want the Ultimatrix so bad why don't you just get Albedo to show you how it's made"

"who is this Albedo you speak of?"

"he's the one who made-" Ben was cut off as the ship shook violently making him drop the claw

"docking maneuver complete" the computerised voice said before a large door opened up "scavaging materials for repairs" the voice said again and long claws extended into the opened doorway, Ben blew Inspector 13 a raspberry before he ran off through the door and into a dark Techadon factory but thanks to the night vision in his cybernetic eye he could easily see where he was going.

Ben jumped up and hid in the cranes above just as the lights came on, as he deactivated his night vision his Ultimatrix began flashing "activate communication" Ben said and he began to hear Gwen's voice

"Ben, are you there?" she asked

"Gwen! Oh thank god you're okay" he said with relief

"yeah Ship managed to catch us before we hit the ground" Kevin said

"that's my boy, so where are you now?"

"we're currently at Kevin's garage"

"are you still aliens?"

"yeah we are, we tried playing with the Ultimatrix symbols on our chests but we can't change or anything"

"let me try something, Ultimatrix; time out" Ben said and in a flash Gwen and Kevin were back to normal "hows that?"

"good we're back to normal now don't try to turn into an alien again until we figure out what's going on"

"right"

"so where are you now Ben" Kevin asked

"just a sec" Ben replied he then activated his x-ray vision and saw that the factory he was in was basically in the street, putting two and two together he figured it out "I'm in the Techadon factory down town" he said

"right we're on our way and remember don't say any of your alien names"

"okay I won't, just let me know when you get here" Ben said and communications cut out "okay buddy this is your last chance to let me go peacefully or else I'll destroy your factory" Ben said as Inspector 13 searched for him with a laser gun drawn

"and how prey tell do you intend to do that" Inspector 13 asked Ben flew down and grabbed a left and a right Techadon robot hand and put one on each hand

"like this" Ben replied and he began firing lasers in all directions as he ran throughout the factory damaging or destroying the machines that constructed the Techadon Robots.

Just as the gloves ran out of fire power the factory shook and the wall next to him bulged out a bit "warning factory under attack" the computerised voice stated as the factory kept shaking and the bulge kept getting bigger moving out of the way he used his X-ray vision and saw Gwen and Kevin standing outside next to Ship who had now turned into a huge laser and was repeatedly firing lasers at the side of the factory

"come on Ship just a bit more"

"deploy external defences" Inspector 13 ordered, Ben watched as three lasers came out of the side of the factory and zapped Ship simultaneously both turning him back to normal and stunning him, now Ben was mad.

Locking his sights on Inspector 13 he glared ferousiously at him "if the Ultimatrix was working I would turn into Four Arms and tear you to shreds, but seeing as how its not I'll just have to use my bare hands!" Ben said before the whole factory shook again only more violently. using his x-ray vision again his eyes widened at first but then he smirked before turning back to Inspector 13 "oh you are in BIG trouble now" Ben said before a random thought came into his head 'if they have my powers maybe...' he concentrated a bit and in a bright flash of light standing or rather floating in Ben's place was a deep-dark blue male-looking humanoid with bright blue flames surrounding his head in a similar fashion as Heatblast "okay now this is awesome to the max" Ben said

"warning Anodite in factory, warning factory under attack" the computerised voice stated, Ben formed a glowing light blue ball in his hand and then swung his arm sending out a wave of mana that completely obliterated a row of machines just before a huge white fist burst through the roof and smashed several unfinished Techadon Robots. Ben and Inspector 13 watched at the white hand grabbed one side of the hole it made while a large brown hand grabbed the other side and they pulled, slowly tearing the factory in half, once the hole was big enough an additional two hands joined in and with a creak and groan the whole factory was torn in two.

"Impossible" Inspector 13 muttered

"Ben are you okay!" Gwen, now as Humungousaur, asked as she peered into her half of the factory while Kevin, now as Way Big, looked into the other half

"oh I'm better than okay" Ben stated as he floated up to Gwen's face

Gwen was now shocked "you can turn into an Anodite as well!?" she asked in amazement

"well actually I think that its only because I gained your powers while you gained mine" Ben said

"so where's scrawny I'd like to get some real pay back" Kevin said as he pounded on fist into his palm, they got their answer when Inspector 13's ship disconnected from the factory and flew up in the air only to be shot down by a mana blast from Ben and a laser blast from the now recovered Ship. The four heroes watched as the ship came down and crashed somewhere on the outskirts of Bellwood

"nice shot you two" Kevin said

"Ben put your hands above your head and say Abeo Exorior while thinking about that guy" Gwen said, Ben did what Gwen said a dome of blue mana surrounded them all and they disappeared in a flash. They arrived to see Inspector 13's ship half destroyed and the being in question lying sprawled out on the ground

Ben turned back to normal and said "Ultimatrix; time out" and both Gwen and Kevin turned back to normal, Ship leapt up into Ben's arms and nuzzled it's face on his before they walked over to the dazed Inspector 13. The man in question saw the four heroes surround him "so do you still want my Ultimatrix?" Ben asked as Gwen turned into her Anodite form and Kevin pounded his fist into his hand

"no" he replied before he passed out

"didn't think so" Ben replied before he called the Plumbers to come and pick up Inspector 13.

Once the Plumber's arrived they quickly took the weapons master away and took possession of what was left of his ship "well now that ugly has been taken care of the only problem we have now is with your Ultimatrix" Kevin stated, without a second thought Ship fused with Ben's arm and after a few seconds two beams shot out of Ben's arm and zapped the Ultimatrix symbols on Gwen and Kevin's chests making them disappear before Ship demerged with Ben's arm, this was immediately followed by pats and praised from Ben and his friends before the three heroes went their separate ways and continued to enjoy what was left of their day.

Later

Ben had found out that when Ship had fixed the Ultimatrix it had also reset the master control, but Ben didn't mind in the least. It was now night time and Ben was getting ready for bed, as he was about to turn off the light a thought about the events that had happened earlier in the day came to him "I wonder" he thought, he then tried concentrating like before but nothing happened he tried again but still nothing happened "darn I must have only had that ability when the Ultimatrix was busted" he said as he turned off the light and headed for bed, but just as he was about to get in he decided to try one more, he concentrated as hard as he could and if someone had been walking by the Tennyson house hold they would have seen a blue glow coming from Ben's room.


	12. The Ultimate Battle

The Ultimate Battle

Psyphon was stressed out to the max, since the demise of his master Vilgax his empire had started crumbling dramatically and a lot of planets had started to declare war on Vilgaxia, sure the troops were fully capable fighters and could easily wipe out an army, but without a true leader they could hardly hold their own. Psyphon had gotten Dr. Psychobos as well as the smartest beings on Vilgaxia to search for a way to bring their master back due to them not having any part of his original body left to regenerate him from. After days of searching databases and any conventional or unconventional things Dr. Psychobos found something that could have been their ticket to reviving their master "Psyphon after days of searching I believe I've found a way to possibly revive our master, however it is a bit questionable, and I use the term loosely"

"right now I'm willing to listen to anything"

"there is a very old legend about a powerful inter-dimensional being that went by the name Diagon, he was said to have the power to do anything from wiping out all life to resurrecting all life, he was banished back to his dimension after having his heart cut out by a powerful warrior, but should his heart be freed from the sword that cut it out he shale be freed and allowed to come back to this dimension"

"so you think that if we free this Diagon's heart then he could revive our master?"

"indeed"

Psyphon shrugged "worth a shot, so does it say where his heart is located"

"no all it says is that a cult on Earth called the Flame Keeper's Circle put the heart in a temple that never stays in one place twice"

"well then warm up the ship, we're headed to Earth"

2 weeks later

Ben and Ship were currently at plumber base alongside Kevin and Gwen listening to Max talk about a recent report he had received involving Psyphon "so Psyphon has joined a cult on Earth?" Ben asked, trying to get his head around that piece of information

"yes he has allegedly joined a cult known as the Flame Keeper's Circle, they apparently worship the an alien known as Diagon who according to them visited Earth at the dawn of mankind to bring knowledge of fire and promised to return to bring Earth to a Utopia" Max explained

"well that's another cult to add to the coo coo list" Kevin said

"are there any records of an alien going by that name?" Gwen asked

"not in any of our data bases"

"there's got to be a reason as to why he would even come here" Ben stated

"I say we pay him a little visit and make him squeal" Kevin stated pounding a fist into his palm

"best idea I've heard all day" Ben said as he activated his teleporter, Gwen and Kevin grabbed onto his vest before he said "Psyphon" and in a flash they saw that they were now standing in front of Psyphon who had a huge group of people ether wearing armour or robes "well, well, well Psyphon my old friend and what exactly are you up to hmm?" Ben asked with a cheeky grin

"B-Ben T-Tennyson what are you d-doing here?" he asked

"I could ask you the same thing"

"Psyphon, do you know these people?" a man behind him wearing a robe asked

"yes they're here to prevent us from bringing back our master Diagon" he lied

"oh that would be the biggest load of-"

"stop them!" the man called out and to the four heroes surprise the men behind Psyphon disappeared

"what the?" Kevin said before two of them reappeared behind him and punched him in the back

"Kevin!" Gwen and Ben said in union before they were both sucker punched in the face

"okay no more miss nice girl" Gwen said as she changed into her Anodite form and could all see them clearly now "they're moving in and out of dimensions" Gwen stated

"open wide Tennyson" Kevin said before he absorbed Ben's teeth

"I know just the guy for this situation, Eye Guy!" Ben called out and in a flash he turned into Eye Guy "gotta love the master control" Eye Guy stated before he zapped one of the warriors behind him, they tried hitting Kevin but all they succeeded in doing hurting themselves on Kevin's Duranite body and Gwen kept firing balls of mana in random directions making the warriors appear with every blast. Ship on the other hand had taken to going after Psyphon who had continued going up the hill to a large shimmering object at the top, turning into a laser it shot Psyphon and the robed man in the backs knocking them down Ship then leapt over the two and landed in front of them growling.

Groaning in pain the two of them stood up "Psyphon what is that thing?" the robed man asked

"that Edwards would be a parasite, fry it" Psyphon replied

"as you command" he then made a glowing yellow ball of energy and fired it at Ship who dodged the attack, it then turned into a laser again and shot at Edwards but slipped into another dimension avoiding the attack.

While Ship fought Edwards Psyphon had taken to running up the hill and quickly arrived in what looked like a huge shrine that had a huge golden heart with a sword through it at the very back of the shrine "finally my master shall return" he said as he made his way over to the sword in the heart.

When he arrived at the pedestal where the sword in the heart was located he began to reach for it when a firm hand grabbed his shoulder tightly he was then spun around and punched in the face. He stumbled back in a daze while he heard someone speaking "I did not travel all of this way just to have some creature from another world get his grubby hands on my weapon" Psyphon cleared his head and saw a very old looking man

"who are you?" he asked

"I am sir George and I have come to reclaim my weapon and put an end to Diagon once and for all" Sir George stated and he reached for the weapon only for Psyphon to blast him back with an energy attack

"you see George I have different plans for that sword" Psyphon stated before he finally grabbed the sword.

Psyphon felt an incredible amount of power serge throughout his entire body, he could feel his strength increasing substantially as well as all of his senses increasing, there was a bright flash of light and when it cleared Psyphon could see that he was now wearing armour of some sort "this power is absolutely amazing, with it I shall be able to revive Vilgax easily"

"what?" a voice said turning around he saw Edwards "you lied to us, you're not a messenger from Diagon"

"well, well it seems that the head of the organisation finally got smart" Psyphon said aiming the sword at Edwards "I'm going to use this power to bring back my true master" and a beam shot out that Pierced right through Edwards chest killing him instantly.

Ben and his team finally entered the shrine having dealt with over a hundred Flame Keepers' Circle Soldiers "well that was fun" Ben said before he laid his eyes on Psyphon "what's with the armour and the sword?" he asked

'maybe I should get a little payback for what he did to me the last time I was here' Psyphon thought to himself "why don't I show you Tennyson" Psyphon then swung the sword and a wave of blue energy came out of the sword Ben and Kevin braced themselves while Gwen put up her hand and the wave passed her, the wave struck Ben and Kevin making them skid back while Gwen just frowned wondering if she should change back into her Anodite form again

"well that was new" Gwen said before she started to get a massive headache.

Ben scowled at this "okay Psyphon lets see how you like Fasttrack" he then turned into Fasttrack and shot forward towards Psyphon only to be frozen in place as a pink aura surrounded him "what the? I can't move" he said before Gwen now with glowing green eyes floated past him, Psyphon raised the sword but Gwen merely raised her hand in a halting motion

"relax mortal I do not mean you any harm I know about your true objective and I can resurrect your master fully if you do something for me" Gwen said in a demonic voice

"and what may I ask would that be?" Psyphon asked, guessing that another being was communicating through her

"break the seal" she replied as she held up a glowing green ball of energy that showed the cracked seal the forever knights had been messing with a few weeks ago

"so all I have to do is break that seal and you'll resurrect my master Vilgax?" Psyphon asked

"that is correct"

then as if knowing exactly what to do Psyphon swung the sword vertically making a large glowing gap in the air, he then turned to Ben "next time Tennyson you'll be up against my masters full power" Psyphon said and he stepped into the gap with it closing up behind him.

Gwen then fell to her knee's and Fasttrack found the ability to move again he was then at her side before turning back to normal "Gwen are you okay what happened?" Ben asked

"Diagon happened" another voice said Ben looked up and saw a very old looking man "I take it she was temporarily possessed by a Lacubra?" he asked

"yeah she was how do you know that?" Ben asked as Kevin and Ship arrived

"I fought Diagon myself many years ago so I know all of his tricks"

"and you would be?" Kevin asked

"I am Sir George, the original Forever Knight, but time is of the essence we must get to that seal before that vile creature frees Diagon" George replied "unfortunately once we get there we shall be on our own as I have no way to contact my knights and get them there on time"

"it's okay we should be more than enough" Ben said casually with a cheeky grin "everyone grab on to me" Ben said, as he activated his teleporter everyone grabbed onto him "Psyphon" he said and in a flash they found themselves in the cave where the cracked seal was and saw Psyphon repeatedly blasting it making the crack bigger and bigger

"stop you fool you'll doom us all" George said

"as long as my master is revived I don't care" Psyphon stated Gwen then turned into her Anodite form again and blasted Psyphon away from the seal just as it almost split in half "you miserable brat" Psyphon said before he began spinning the sword around and made a whirlwind that knocked everyone off of their feet as they flew back he began rapidly swinging the sword back and forth sending out multiple waves of energy that struck the three heroes while they were flying through the air. Unfortunately for Psyphon he hadn't noticed Ship sneak up beside him and transform into a huge laser cannon which rapidly charged up Psyphon saw something bright in the corner of his eye he turned around and his eyes widened as he was shot by the huge laser and went crashing into the cave wall. Using the sword to steady himself as he got up he saw Ben and his friends getting ready to attack, standing up properly Psyphon called out "Diagon, this sword contains your heart and thus the rest of your power take it and resurrect my master!" he then threw the sword with his enhanced strength. Everyone watched as the sword flew over them and pierced deep inside the crack breaking the seal, everyone watched as the cave wall around the seal began to crack

" **yes, finally I have my full power once again!** " a demonic voice said as chunks of rock fell revealing what looked like another world behind it once the last of the rock fell the seal began to crack all over with a bright yellow light shining through the cracks.

As the light got brighter, waves of light started to emit from the seal "what's happening Gwen?" Kevin asked

"I don't know" Gwen replied as the waves washed over them Ben got a tiny bit of a headache but other than that nothing else. The waves spread all over the Earth turning every human into a Flame Keeper's Circle warrior or as they were also known as Esoterica, once the waves stopped the light coming from the seal disappeared before the seal itself fell to pieces everyone held their breath, but nothing happened.

"well that was a bit anti-climatic" Ben said, he then saw George walk over to the sword sticking out from the rock

"Ascalon is mine once again" he said as he picked it up, they all watched as the sword began to glow brightly followed by armour similar to what Psyphon had been wearing just moments ago spreading over his body. Once he was fully armoured he turned to the four heroes showing that he had also regained his youth as well "it's time to finish this once and for all" he said

" **I agree** " the same demonic voice boomed out seeing no one around they all exited the cave and came to a heart stopping sight floating above them was a beast of gargantuan proportions

"I don't believe it" Ben uttered

"Diagon" George muttered

"Diagon in return for freeing you, you must now revive my master Vilgax" Psyphon ordered

" **no** " a beam then shot out of his left eye and disintegrated Psyphon

"awe I wanted to do that" Ben said, everyone looked at him "I'm not being cute I seriously wanted to kill him"

"in any case we have bigger problems right now" George stated

"he's right, so lets try a little Eatle" Ben said and in a flash he turned into Eatle

"have at thee" George said and he swung the sword several times, Diagon groaned in pain as several glowing white lines appeared on him, but they soon disappeared as he healed himself

" **you insignificant insect, you dare strike me!** "

"I shall do more than just strike you foul beast" he then spun the sword around creating a twister that burrowed a deep hole between Diagon's eyes, this was followed by a triple beam attack from Gwen (now in her Anodite form), Ship, and Eatle that made the hole larger and deeper, almost piercing right through Diagon causing him to roar in pain.

George continued the assault by repeatedly making more slashes to Diagon's face " **you little specs!** " Diagon roared he then shot lasers out of his eyes knocking everyone, back but they all quickly recovered Diagon's eyes narrowed and suddenly Esoterica appeared from all directions " **destroy these insignificant specs my minions** "

"just peachy, George we'll handle these guys you just concentrate on Diagon" Eatle said

"my thoughts exactly" George replied

"guys knock out shots only" Eatle said before saying "Eye Guy" and in a flash he turned into Eye Guy, Eye Guy gave a sarcastic yawn and zapped Esoterica left, right and centre knocking them out with each zap. Thanks to her ability to see through dimensions Gwen had no trouble attacking the Esoterica, she was even able to attack them while they were in Diagon's dimension making sneak attacks virtually impossible. Kevin absorbed a piece of Duranite he had made earlier, per Ben's request, and quite frankly the Esoterica were hurting themselves on his hardened body rather than hurting him. Ship had taken to assisting George by attacking any Esoterica that came to his sight, this gave George lots of opportunities to attack Diagon and was inflicting quite a lot of damage. Eye Guy was starting to see a problem here if they all kept going at the rate they did then they would most likely lose "theres got to be a way to even the odds" he said then one of his eyes spotted George "that's it! Gwen can you teleport a group of people all here at once?" Eye Guy asked back handing an Esoterica that appeared next to him

"sure, who do you have in mind?" she asked

"first I'm going to need you to clear this whole area big time" a magenta shield then surrounded everyone as Gwen began to glow and with a bright flash of light and a thunderous boom the ground was completely flat for as far as the eye could see with hundreds of unconscious Esoterica littering the ground but more still came

"cleared enough for you?" she asked as the shields dropped

"perfect now I need you to teleport every Forever Knight here in front of George" Gwen chanted some words and in another flash of light all of the Forever Knights appeared seeming rather confused until they saw their leader

"knights I shall be brief, this is the battle you've all been preparing for, your sole enemy are these beings only, Ben Tennyson and any of his associates are not to be harmed, is that understood?" George said, the Knights all acknowledged "good now Knights attack!" the knights cheered and began attacking the Esoterica.

" **you think that these minions of yours will be able to stop my plans?** "

"no I don't but they may slow your plans down to a crawl" George said and he continued his assault on Diagon

"great idea Ben" Gwen said

"thanks, Ultimatrix; time out" Eye guy said and in a flash he was back to Ben "but I've still got a few more people to join the fight (he activated his teleporter) Captain Dagger" he said and in a flash he was gone leaving a stunned Gwen and Kevin.

"Gwen help George and Ship I'll be fine" Kevin said as an Esoterica punched him in the face not even flinching Gwen nodded and floated over to George and ship before firing a massive ball of mana at Diagon that took a good chunk out of one of Diagon's tentacles before it healed. Diagon then fired two beams from his eyes at the three heroes, both Gwen and George just barely able to deflect them

" **you may wield the most powerful weapon on this planet and you may be the most powerful being on this planet but compared to my power you both are still nothing** " Diagon stated before he began rapidly firing lasers at them forcing Gwen, George, and Ship to make shield's over themselves.

"I seriously hope that guy will be willing to help us" Gwen said before she got an idea "Ship, George turn your shields into energy beams straight at Diagon!" she called out, willing to try anything Ship, George and Gwen's shields began to glow brighter before they launched straight at Diagon. The three beams combined together to make one huge one, Diagon put a tentacle up to block the beam of mana and energy only to have it obliterate the defending tentacle Diagon roared in pain at the loss of his appendage

"attack!" George yelled and he continued slashing at Diagon while Gwen and Ship rapidly fired blasts at both the slash's and severed appendage. Gwen and Ship kept attacking until George finally stopped

" **a valiant effort but unfortunately you all still fail** " Diagon stated as he regenerated all of the damage he had sustained from their assault

"George maybe you should take a breather" Gwen said

"I shall not rest until Diagon is dead" George stated

"then we'll assist you to the end"

"your determination is to be admired young lady"

"thanks" Gwen said with a smile before turning back to Diagon.

Meanwhile

Kevin was standing around a massive heap of unconscious Esoterica "what is taking Ben so long" he asked as he watched the knights fighting against the Esoterica quite well, in a flash of light Ben reappeared with the Dagger pirates as well as, surprisingly, the rest of the Space Demon's "okay everyone your only target are the ones wearing the yellow masks" Ben stated as more Esoterica appeared

"ye erd Bottomless Benny boy's attack!" Captain Dagger shouted making his crew cheer and began to fight

"Ben you got the rest of the Space Demons to help!" Kevin exclaimed

"yeah they were having a meeting when I arrived" Ben replied

"so that's the legendary Diagon" they both turned and saw Jián looking up at Diagon "funny I'd thought he'd be more intimidating" he said with a smirk as he flicked out two swords and disappeared.

"Hmm this is quite some powerful magic you've got here" Ben and Kevin looked and saw the Space Demon Moshu (he was a bald, lean, grey skinned, humanoid alien with pointy ears while wearing blood red Egyptian god-like clothes) kneeling down with his hand on the head of an unconscious Esoterica "but it's nothing I can't handle" he said before he stood up and stuck his right hand up in the air Ben and Kevin watched in awe as white beams of light began coming out of all of the unconscious Esoterica and collecting in a small ball in his palm, as soon as the white light stopped coming from them they were instantly turned back to normal

"awesome, keep that up Moshu" Ben said he then turned and saw Glacya (a pale purple skinned alien with long green hair, a ring of dark grey clouds around her chest and a short skirt that was also made of dark grey clouds) twirling her index finger around making a small storm cloud appear, this was followed by a huge bolt of lightning coming out and shocking a group of 30 Esoterica into unconsciousness. He then spotted Vilespa knocking out Esoterica without even trying and then his eyes landed on the Dagger Pirates having the time of their life which made Ben chuckle "well Kevin lets continue, Four Arms" Ben said and he turned into Four Arms.

Back with Gwen, Ship, and George

The three heroes were beginning to tire "did you have to work this hard the last time you fought him?" Gwen asked

"honestly no" George replied now quite winded

"hey mind if I join in?" Jián asked as he landed between George and Ship in a kneeling position while slowly pushing two swords back into their scabbards

"no in fact I think we're going to need all the help we can get" Gwen said

"good...Demon Slash!" Jián shouted followed by Diagon roaring in agony as he was almost completely split in half while two of his tentacles fell off. The three heroes were in absolute shock "hey you can ether stand there gawking or you can attack" Jián stated, Gwen snapped out of her shock and put her hands above her head and made a huge ball of mana about 30 meters in diameter before she threw it straight at the split in Diagon. Diagon tried to stop it with his lasers but the ball just absorbed them making it bigger before it went into the split and detonated resulting in a massive explosion, the aftershock from the explosion sent all of the Forever Knights and the Esoterica flying and tumbling along the ground.

"My word dat lass certainly has some spunk" Dagger said as he braced himself

"that's my girl" Kevin said proudly

"did it work?" Ben asked as everyone looked up at the huge cloud of smoke where Diagon was.

The heroes hearts fell into their stomachs as they watched the dark cloud change shape until Diagon reformed " **I must admit that that was a significantly good attack however you still fail to realise that my power is exponentially greater than yours** " Diagon said making Gwen start to shake, there had been enough energy in that attack to blow up a small island and yet he survived, now fully healed. Having seen what Moshu had done add to the fact Ben had only wanted them to only knock out these creeps Captain Dagger came to the conclusion that the huge beast in the sky had turned the whole populace on Earth into these fighters

"hey Moshu do ya tink yee can turn everyone on Earth back ta normal at once" Dagger asked, understanding what Dagger meant he nodded he then stuck both hands up similar to what Gwen had done just before, his eyes began to glow red and a third eye opened up on his forehead also glowing red.

Everyone looked in awe as beams of light began coming from every Esoterica in the area with them turning back to normal as soon as the light left them, all over the world Esoterica were turned back to normal with all of the light that came from them collecting into a huge ball above him " **what are you doing to my minions!** " Diagon yelled out he then started to come down while also morphing as it did when he.

When he landed he was now only about 3 times bigger than Way Big, a tentacle then lashed out at Moshu only to be sliced off by Jián but it quickly grew back "you're gonna have to do better than that squidface" Jián stated before George charged forward and made a vertical slash at Diagon succeeding in cutting off another one of his tentacles. As Diagon regrew the lost appendage the Forever Knight's began and the Dagger Pirates began attacking him Vilespa then jumped up and punched Diagon right between the eyes, amazingly knocking him over.

George and Jián looked at each other and nodded before they ran forward and each slashed at the downed Diagon, Captain Dagger turned his hand into a laser and repeatedly shot Diagon while Kevin decided joined the knights and pirates. Gwen began teleporting all of the unconscious people back to their homes knowing that they were in grave danger being where they were, Glacya threw both of her hands up in the air and as soon as she did two Golems made of stone burst out of the ground and began attacking Diagon as well Ben and Ship were on the sidelines per say as Ben observed the fight

"there's no way we can win like this he'll be up in a moment and will most likely decide to kill us all with one attack" he said to himself, he then turned and saw Moshu absorbing the huge ball of energy into his body until it was gone

"there everyone on this planet has been turned back to normal" he said

"thank you" Ben replied before getting serious again "you know a lot about mana right?"

"that I do"

"do you know any attacks that would be truely effective against him?"

"the only being that could beat that beast would have to be a magical being with a power equal to or greater than his power and before you ask no I am not strong enough to beat him I could give him a run for his money but he would still beat me"

"and I take it that Gwen isn't up to that level ether?"

"unfortunately correct your Anodite friend while extremely powerful for her age wouldn't stand a chance against me in a fight" they then watched as Diagon got back up while healing himself, tentacles lashed out at everyone sending them flying two tentacles shot out and smashed the Golems to pieces, locking his eyes on his main adversary George he shot a thin tentacle straight down and pierced him right through the chest while he was knocked down everyone was shocked by this turn of events, they watched as the armour he was wearing retracted and the sword fell out of his hand before he turned into dust.

There was a long silence which was broken by Diagon laughing, the knights broke out of their shock at this and began attacking in rage at their fallen leader " **I have had enough of all of this nonsense; I'm putting an end to this right now!** " he before he turned into a twister again and went up into the sky changing back to his first form he then began to glow red and sparks began flying over him

"HIT THE DECK!" Ben shouted which everyone did this was followed by a colossal explosion that was 10 times more powerful than the bomb that landed on Hiroshima and it destroyed any to all shields that had been made for protection. Ben opened his eyes and looked around his whole body ached he had ringing in one ear and static in the other looking down he saw that his right leg was now missing, and his other leg while still there was badly damaged and barely functioning his robotic hand was now missing and the vision in his right eye was partly staticy looking around he could see Kevin was at Gwen's side completely un harmed thanks to the Duranite form had been in when Diagon attacked. he also saw that Vilespa was still standing but just barely, everyone else was ether unable to fight or was dead due to a lot of them lying perfectly still. His eyes then landed on his number 1 pal who was back to normal and also lying still, Ben managed to crawl over to Ship rubbed his side "Ship say something please, it's me Ben" he said

"B-Ben" it said weakly before it passed out, for the first time in a long time Ben began to cry as he held his little buddy to his chest. Kevin and Gwen (who had just started to wake up herself) saw what had happened and Gwen thinking the same as Ben buried her head into Kevin's chest "it's okay Gwen I'm sure he just passed out" Kevin said as he rubbed her back.

"Hey guy's" Ben said as he struggled over to them, Kevin then let go of Gwen and went to help his struggling friend, when they got back over to Gwen, Kevin placed Ben in a sitting position and then

"so what do we do now" Kevin asked before he turned his head and saw Diagon destroying Forever Knight corpses

"besides wait for death" Vilespa said as she limped over to the group

"I'm amazed you were able to withstand that without any shielding" Gwen said

"yeah me too" she replied before she fell to her hands and knees panting

"wait, I have an idea (turns to Gwen) but it's going to cost us both a year off of our natural lives" Ben said

"I'm all for whatever plan you've got" Gwen said

"good okay first can you still change into your Anodite form?" Gwen responded by doing so "okay now I want you to hold all questions off until later" he then handed Ship to Kevin and then closed his eyes and concentrated. Gwen Kevin and Vilespa got looks of shock on their faces as Ben turned into an Anodite as well

"Ben wha gah zah" Gwen spluttered out

"questions later right now give me your hands" Gwen did what he said "now concentrate mana into your hands" he said as he laced their fingers together, Gwen complied and then both of their hands were surrounded by orbs of pink mana Ben then did the same so the orbs were now swirls of pink and blue "now the final step we have to say unidos juntos somos imparable in complete union" Gwen nodded "okay on 3"

"1...2...3 unidos juntos somos imparable!" they said in perfect sync this was followed by a bright flash of light that temporarily blinded everyone even Diagon

" **gah, what is that?!** " he said once everyone who had been exposed to the bright light could see again they saw that in Ben and Gwen's place was a golden humanoid surrounded by a bright yellow aura

"what the heck did you two do?!" Kevin exclaimed

"we used a special technique that's used to fuse two Anodite's together to make an Apex Anodite" the figure said in both Ben and Gwen's voices, they then raised their left hand and poked Vilespa on the forehead and in an instant she was fully healed, they then did the same to Ship making it full of energy. Ship looked at the new figure and leapt out of Kevin's arms and into their arms whale saying

"Ben"

"not quite little guy I'm a fusion of Ben and Gwen...so just call me Bwen" the newly named Bwen said and hugged Ship before handing it back to Kevin with their serious face returning. Bwen then poked both Kevin and Vilespa in the chest before turning to Diagon "I just gave you both the ability to heal anyone in an instant use the power I've given you to heal everyone" Bwen said before they flew up towards Diagon, Kevin and Vilespa looked at each other before following Bwen's orders.

Diagon's eyes were as wide as possible, he could sense the amount of power basically radiating from the new being floating in front of him "I am going to make you pay for everything you've done before I put an end to you for good" Bwen said they then thrust their right arm forward and Diagon was sent sailing back while also tumbling through the air, Bwen appeared in Diagon's path and kicked him up further into the sky. When Diagon reached the peak Bwen reappeared and gave him an axe kick between the eyes sending him straight down where he ploughed into the ground making a deep hole. Bwen reappeared on the edge of the monstrous hole and waited, but they didn't have to wait long as Diagon floated out of the hole

" **why can't I heal?** "

"because any damage that I inflict upon you is permanent, by the end of your punishment you're going to be begging for mercy" Bwen stated before Diagon zapped them but Bwen just stuck their hand out and gathered the laser in a ball before sending it right back at Diagon knocking him back over the hole he had made. Bwen's extended hand then began the glow brightly before they fired a massive golden mana blast that completely engulfed Diagon, when the blast stopped Bwen could see Diagon in the distance, seemingly in a lot of pain, they then snapped their fingers and an explosion erupted from where Diagon was.

" **This is impossible how is it that this spec has a power vastly greater than my own** "

"it's a dilemma to be sure" Bwen said now sitting on Diagon's head they then raised one arm and punched him on the head the force of which made his tentacles stick out before they went limp as well as forced him a quarter of a mile into the ground. Bwen then disappeared and reappeared at the tip of Diagon's middle face tentacle, they then grabbed it tightly and began repeatedly slamming him to the ground.

Meanwhile

Kevin, Vilespa, and everyone who had been healed so far were knocked off of their feet by a violent Earthquake "look over there!" one of the Dagger Pirates called out they looked in the direction he was pointing and Diagon in the distance repeatedly being slammed to the ground

"I cannot believe it" Kevin said

"wow Diagon's getting the snot beaten out of him" Jián said in an amused tone

"heh, you should have seen the fireworks before" Vilespa said as she healed another Dagger Pirate.

Back with Bwen

Bwen slammed Diagon to the ground a final time before they let go of the tentacle and shot forward and began rapidly kicking Diagon between the eyes while also rapidly growing in size at the same time with Diagon receiving more and more damage as Bwen got bigger and stronger. Soon Bwen was amazingly bigger than Diagon and was repeatedly stomping him deeper and deeper into the ground, when they stopped they reached into the hole and pulled out the tremendously hurt Diagon "I know that even if I completely obliterate your body you'll still exist as energy and may be able to return in some form or another so I'm going to make sure you never return" Bwen stated before they put their hand on Diagon's head and started absorbing his energy into their body

" **nnnoooo** " Diagon shouted as he was rapidly sucked into Bwen's hand until he was completely gone. Bwen's aura turned red for a few seconds before going back to yellow

"finally, it's over" Bwen said in relief before disappearing and reappearing back at the first battle field at their original size "I see that you were able to heal nearly everyone" Bwen stated

"yeah, the ones still down unfortunately didn't survive Diagon's attack" Kevin said, Bwen saw that a few Dagger Pirates had died in the attack as well as nearly all of the Forever Knights Bwen floated over to the 10 remaining Forever Knight's and stopped in front of them

"so what are your plan's now that you're the last of the Forever Knights?" they asked

"we shall do the only noble thing a true knight would do" one of them said as they pulled out their swords and got ready to commit suicide only to find themselves frozen in place

"instead of killing yourselves, why not put your skills to good work, I'm sure Captain Dagger wouldn't mind having 10 highly trained knights on his crew"

"aye da more da merrier as day say" Dagger said the Knights looked at each other before one walked over to Captain Dagger and kneeled before him "it will be an honour to serve you my captain" the knight said this was followed by the other knights doing the same thing

"well looks like everything's worked out" Bwen said

"yeah except you two are still fused together" Kevin added Bwen responded by splitting back into Ben and Gwen (still in their Anodite forms) who then turned back to normal with Ben's cybernetic parts being fully repaired "never mind" he added

"so, do I owe you an explanation on the Anodite thing?" Ben asked

"no while we were Bwen our minds merged as well, you can also keep the spellbook you took"

"thanks"

"hey you two, whadaya want done with this?" Jián asked while holding up George's sword by the blade

"I suggest you return it to its creator" Azmuth stated as he materialised on the ground in front of Jián, Jián shrugged and extended the sword out to Azmuth who merely touched it turning it into green energy that shot up into space.

"I have to admit that I never would have guessed that the infamous Space Demon's would have a great hand in actually saving the universe rather than ruining it" Azmuth said as he made his way over to Ben and jumped up on his cybernetic arm

"Azmuth you made that sword?" Ben questioned

"yes but that's another story for another time" he said as he pulled the Ultimatrix out of Ben's arm

"a hero of your worth doesn't deserve an inferior copy of my Omnitrix" and it disappeared in a green flash before a new one with a square face reappeared in the hole

"a new Omnitrix?"

"not _a_ Omnitrix, _thee_ Omnitrix, an improved version I've been working on ever since you were given the prototype 6 years ago"

"I-I don't know how to thank you"

"keep doing the right thing"

"I will Azmuth"

"good" Azmuth replied before he disappeared

"well I tink we should celebrate our victory tonight" Dagger said

"I agree" Ben said with a smile plastered on his face

"then lets go" Modhu stated and with a snap of his fingers everyone was at the bar they had been at before Ben arrived.

2 days later

It had taken Ben, Gwen, and Kevin a whole day to recover from their massive hangovers as a result of the celebration they had had with the Space Demons and the Dagger Pirates, during the celebration Gwen and Ben explained what had happened to Diagon, while they were fused as Bwen they had absorbed Diagon into their body and purified his energy, when they had split back into two beings Diagon's power had also been split between them so now while in their Anodite forms they had their strength as well as half of Diagon's as well. Ben was now in Undertown just walking around absentmindedly until he accidentally bumped into someone "oh I'm terribly sorry" he said before his eyes widened as he saw who he would describe as the most beautiful girl he had ever seen, she was defiantly alien in origin but she could easily pass off as a human. She had purple eyes and light pink skin, with two purple markings on her cheeks, pinkish-red hair and large whitish eyebrows. She was also wearing a purple jacket, with white fur collars and cuffs, pink stockings, and purple snow shoes topped off with a tiara with a diamond-shape at the top. "Hi there my names Ten Bennyson, I mean Ben Tennyson" he stumbled out with the organic part of his face going bright red

the girl giggled at this "I know who you are, my names Ester" she said as she stuck her hand out to him and he gently shook it.


End file.
